Metzler
All Votes
01/01/2017 to 31/12/2017 (III out of III)
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Prudential plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise Market Purchase of Ordinary Shares 27
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
28
Prysmian S.p.A.
Meeting Date: 04/12/2017 Country: Italy
Meeting Type: Annual/Special Ticker: PRY
Primary ISIN: IT0004176001 Primary SEDOL: B1W4V69
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 2
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
3
Mgmt Against For Approve Remuneration Policy 4
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt Extraordinary Business
Mgmt For For Authorize Issuance of Shares without Preemptive Rights to Service Convertible Bonds
Reserved to Institutional Investors
1
PSP Swiss Property AG
Meeting Date: 04/05/2017 Country: Switzerland
Meeting Type: Annual Ticker: PSPN
Primary ISIN: CH0018294154 Primary SEDOL: B012877
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Page 937 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PSP Swiss Property AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 3.35 per Share
3
Mgmt For For Approve Discharge of Board and Senior
Management
4
Mgmt For For Reelect Luciano Gabriel as Director 5.1
Mgmt For For Reelect Corinne Denzler as Director 5.2
Mgmt For For Reelect Adrian Dudle as Director 5.3
Mgmt For For Reelect Peter Forstmoser as Director 5.4
Mgmt For For Reelect Nathan Hetz as Director 5.5
Mgmt For For Reelect Josef Stadler as Director 5.6
Mgmt For For Reelect Aviram Wertheim as Director 5.7
Mgmt For For Elect Luciano Gabriel as Board Chairman 6
Mgmt For For Appoint Peter Forstmoser as Member of the
Compensation Committee
7.1
Mgmt For For Appoint Adrian Dudle as Member of the
Compensation Committee
7.2
Mgmt For For Appoint Nathan Hetz as Member of the
Compensation Committee
7.3
Mgmt For For Appoint Josef Stadler as Member of the
Compensation Committee
7.4
Mgmt For For Approve Remuneration of Board of Directors in
the Amount of CHF 1 Million
8
Mgmt For For Approve Remuneration of Executive Committee
in the Amount of CHF 4.5 Million
9
Mgmt For For Ratify Ernst and Young AG as Auditors 10
Mgmt For For Designate Proxy Voting Services GmbH 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 any 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.
PT AKR Corporindo Tbk
Meeting Date: 04/20/2017 Country: Indonesia
Meeting Type: Annual Ticker: AKRA
Primary ISIN: ID1000106701 Primary SEDOL: 6048156
Page 938 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PT AKR Corporindo Tbk
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements, Statutory Reports, and Discharge of Directors and Commissioners
Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt Against For Approve Allocation of Income 2
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
Mgmt Against For Approve Auditors and Authorize Board to Fix
Their Remuneration
3
Voter Rationale: Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.
Mgmt Against For Approve Remuneration of Directors and
Commissioners
4
Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
Mgmt Against For Authorize Commissioners to Increase the Issued and Paid-Up Capital in Relation to the Management Stock Option Program (MSOP)
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.
PT Bank Central Asia Tbk
Meeting Date: 04/06/2017 Country: Indonesia
Meeting Type: Annual Ticker: BBCA
Primary ISIN: ID1000109507 Primary SEDOL: B01C1P6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements, Statutory Reports, and Discharge of Directors and Commissioners
Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt Against For Approve Allocation of Income 2
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
Page 939 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PT Bank Central Asia Tbk Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Tantiem and Remuneration of Directors
and Commissioners
3
Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
Mgmt Against For Appoint Auditors 4
Voter Rationale: Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.
Mgmt Against For Approve Payment of Interim Dividend 5
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
PT Bank Rakyat Indonesia (Persero) Tbk
Meeting Date: 10/18/2017 Country: Indonesia
Meeting Type: Special Ticker: BBRI
Primary ISIN: ID1000118201 Primary SEDOL: 6709099
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Stock Split and Amend Articles of
Association Regarding the Stock Split Mgmt For For
Mgmt Against For Elect Directors and Commissioners 2
Voter Rationale: <p>The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.</p>
PT Indofood CBP Sukses Makmur Tbk
Meeting Date: 06/02/2017 Country: Indonesia
Meeting Type: Annual Ticker: ICBP
Primary ISIN: ID1000116700 Primary SEDOL: B4LD3M8
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Directors' Annual Report Mgmt For For
Mgmt For For Accept Financial Statements 2
Page 940 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PT Indofood CBP Sukses Makmur Tbk Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Allocation of Income 3
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
Mgmt Against For Approve Remuneration of Directors and Commissioners
4
Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
Mgmt Against For Approve Auditors and Authorize Board to Fix Their Remuneration
5
Voter Rationale: Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.
PT PP (Persero) Tbk
Meeting Date: 03/16/2017 Country: Indonesia
Meeting Type: Annual Ticker: PTPP
Primary ISIN: ID1000114002 Primary SEDOL: B6277R6
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Accept Financial Report of the Partnership and
Community Development Program (PCDP)
2
Mgmt Against For Approve Allocation of Income 3
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
Mgmt Against For Approve Remuneration and Tantiem of Directors and Commissioners
4
Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
Mgmt Against For Approve Auditors 5
Voter Rationale: Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.
Mgmt For For Approve Affirmation of Minister of the State-owned Enterprise Regulations
6
Mgmt For For Accept Report on the Use of Proceeds from the Initial Public Offering (IPO) and Rights Issue
7
Page 941 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PT PP (Persero) Tbk Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Amend Articles of the Association 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 Elect Directors and Commissioners 9
Voter Rationale: The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.
PT Telekomunikasi Indonesia Tbk
Meeting Date: 04/21/2017 Country: Indonesia
Meeting Type: Annual Ticker: TLKM
Primary ISIN: ID1000129000 Primary SEDOL: BD4T6W7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Annual Report and Commissioners'
Report Mgmt For For
Mgmt For For Accept Financial Statements and Annual Report of the Partnership and Community Development Program (PCDP) and Discharge of Directors and
Commissioners
2
Mgmt Against For Approve Allocation of Income 3
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
Mgmt Against For Approve Remuneration and Tantiem of Directors
and Commissioners
4
Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
Mgmt Against For Appoint Auditors of the Company and the Partnership and Community Development
Program (PCDP)
5
Voter Rationale: Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.
Mgmt For For Approve the Enforcement of the State-owned Minister Regulation No. PER-03/MBU/12/2016 on the Partnership and Community Development Programs of the State-owned
Enterprises
6
Mgmt For For Amend Articles of Association 7
Page 942 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PT Telekomunikasi Indonesia Tbk Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Directors and Commissioners 8
Voter Rationale: The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.
PT United Tractors Tbk
Meeting Date: 04/13/2017 Country: Indonesia
Meeting Type: Annual Ticker: UNTR
Primary ISIN: ID1000058407 Primary SEDOL: 6230845
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt Against For Approve Allocation of Income 2
Voter Rationale: Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.
Mgmt For For Elect Commissioners 3
Voter Rationale: The board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.
Mgmt Against For Approve Remuneration of Directors and
Commissioners
4
Voter Rationale: Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.
Mgmt Against For Appoint Auditors 5
Voter Rationale: Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.
PT Waskita Karya (Persero) Tbk
Meeting Date: 03/17/2017 Country: Indonesia
Meeting Type: Annual Ticker: WSKT
Primary ISIN: ID1000126105 Primary SEDOL: B7VW3S2
Page 943 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PT Waskita Karya (Persero) Tbk
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements, Statutory Reports, and Report of the Partnership and Community Development Program (PCDP)
Mgmt For For
Mgmt Against For Approve Allocation of Income 2
Voter Rationale: <p>Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.</p>
Mgmt Against For Appoint Auditors of the Company and the PCDP 3
Voter Rationale: <p>Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.</p>
Mgmt Against For Approve Remuneration and Tantiem of Directors and Commissioners
4
Voter Rationale: <p>Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.</p>
Mgmt Against For Authorize Commissioners to Increase the Issued and Paid-Up Capital in relation to the Management and Employee Stock Option Program (MESOP)
5
Voter Rationale: <p>Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p>
Mgmt Against For Approve Pledging of Assets for Debt 6
Voter Rationale: <p>Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p>
Mgmt For For Approve Enforcement of the State-owned
Minister Regulation
7
Mgmt For For Accept Report on the Use of Proceeds from the
Rights Issue and Bonds
8
Mgmt Against For Amend Articles of Association 9
Voter Rationale: <p>Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p>
Mgmt Against For Elect Directors and Commissioners 10
Voter Rationale: <p>The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.</p>
PT Wijaya Karya (Persero) Tbk
Meeting Date: 03/17/2017 Country: Indonesia
Meeting Type: Annual Ticker: WIKA
Primary ISIN: ID1000107600 Primary SEDOL: B28V4M8
Page 944 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PT Wijaya Karya (Persero) Tbk
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Accept Report of the Partnership and
Community Development Program (PCDP)
2
Mgmt Against For Approve Allocation of Income 3
Voter Rationale: <p>Companies should ensure that shareholders are provided with sufficient information regarding income allocation and dividends to enable informed decisions.</p>
Mgmt Against For Appoint Auditors of the Company and PCDP 4
Voter Rationale: <p>Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.</p>
Mgmt Against For Approve Remuneration and Tantiem of Directors and Commissioners
5
Voter Rationale: <p>Companies should provide clear disclosure of compensation to the commissioners and board of directors and ensure that remuneration is commensurate with their roles and market rates.</p>
Mgmt For For Approve Report on Use of Proceeds of Rights Issue I
6
Mgmt For For Approve Affirmation of Minister of the State-owned Enterprise Regulations
7
Mgmt Against For Amend Articles of Association 8
Voter Rationale: <p>Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p>
Mgmt Against For Elect Directors and Commissioners 9
Voter Rationale: <p>The company should ensure that the names and biographical details of directors and commissioners are disclosed to allow for informed judgements on their suitability and independence. Furthermore, the board should submit directors and commissioners for re-election individually, rather than as a single slate to enable shareholders to hold them individually accountable for their performance.</p>
PTT Exploration & Production PCL
Meeting Date: 03/29/2017 Country: Thailand
Meeting Type: Annual Ticker: PTTEP
Primary ISIN: TH0355A10Z04 Primary SEDOL: B1359K1
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Acknowledge 2016 Performance Results and 2017 Work Plan of the Company
Mgmt
Mgmt For For Approve Financial Statements 2
Page 945 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PTT Exploration & Production PCL Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Dividend Payment 3
Mgmt For For Approve Office of the Auditor General of Thailand as Auditors and Authorize Board to Fix Their Remuneration
4
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration of Directors and Sub-Committees
5
Voter Rationale: Variable remuneration, including monetary bonus and/or equity incentive should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt For For Elect Ampon Kittiampon as Director 6.1
Mgmt For For Elect Twarath Sutabutr as Director 6.2
Mgmt Against For Elect Tevin Vongvanich as Director 6.3
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Somporn Vongvuthipornchai as Director 6.4
Mgmt For For Elect Kulit Sombatsiri as Director 6.5
PTT Global Chemical Public Co., Ltd.
Meeting Date: 04/05/2017 Country: Thailand
Meeting Type: Annual Ticker: PTTGC
Primary ISIN: TH1074010006 Primary SEDOL: B67QFW9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Acknowledge Company's Operation Report and
Approve Financial Statements Mgmt For For
Mgmt For For Approve Allocation of Income and Dividend
Payment
2
Mgmt For For Elect Prasert Bunsumpun as Director 3.1
Mgmt For For Elect Amnuay Preemonwong as Director 3.2
Mgmt For For Elect Auttapol Rerkpiboon as Director 3.3
Mgmt For For Elect Sarun Rungkasiri as Director 3.4
Mgmt For For Elect Praphon Wongtharua as Director 3.5
Page 946 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PTT Global Chemical Public Co., Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration of Directors 4
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 For For Approve KPMG Phoomchai Audit Ltd. as Auditors and Authorize Board to Fix Their
Remuneration
5
Mgmt For For Approve Purchase and Sale of Shares, Acceptance of Transfer of Rights and Obligation under the Shareholders Agreements and Loan Agreements, and the Transfer of the Projects'
Study Results
6
Mgmt Against For Other Business 7
Voter Rationale: Any Other Business should not be a voting item.
PTT PCL
Meeting Date: 04/28/2017 Country: Thailand
Meeting Type: Annual Ticker: PTT
Primary ISIN: TH0646010007 Primary SEDOL: 6420389
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Profit and Dividend Payment
2
Mgmt For For Elect Kittipong Kittayarak as Director 3.1
Mgmt For For Elect AM Boonsuib Prasit as Director 3.2
Mgmt For For Elect Vichai Assarasakorn as Director 3.3
Mgmt Against For Elect Somsak Chotrattanasiri as Director 3.4
Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Thammayot Srichuai as Director 3.5
Mgmt Against For Approve Remuneration of Directors 4
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 For For Approve Office of The Auditor General of Thailand as Auditors and Authorize Board to Fix Their Remuneration
5
Page 947 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
PTT PCL Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Business Restructuring Plan for the Initial Public Offering of Ordinary Shares and the Listing of PTT Oil and Retail Business Company Limited on the Stock Exchange of
Thailand
6
Mgmt Against For Approve Issuance of Warrants to Purchase
Ordinary Shares Under ESOP
7
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Other Business 8
Voter Rationale: Any Other Business should not be a voting item.
Public Bank Berhad
Meeting Date: 03/27/2017 Country: Malaysia
Meeting Type: Annual Ticker: PBBANK
Primary ISIN: MYL1295OO004 Primary SEDOL: B012W42
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Teh Hong Piow as Director Mgmt For For
Voter Rationale: 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.
Mgmt For For Elect Tay Ah Lek as Director 2
Mgmt For For Approve Remuneration of Directors 3
Mgmt For For Approve Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration
4
Publicis Groupe
Meeting Date: 05/31/2017 Country: France
Meeting Type: Annual/Special Ticker: PUB
Primary ISIN: FR0000130577 Primary SEDOL: 4380429
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Page 948 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Publicis Groupe Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.85 per Share
3
Mgmt For For Approve Stock Dividend Program (Cash or New
Shares)
4
Mgmt For For Acknowledge Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
5
Mgmt Against For Reelect Simon Badinter as Supervisory Board
Member
6
Voter Rationale: <p>For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Reelect Jean Charest as Supervisory Board Member
7
Mgmt Against For Elect Maurice Levy as Member of the Supervisory Board and Approve Remuneration Policy of Maurice Levy as Chairman of the Supervisory Board from June 1, 2017
8
Voter Rationale: <p>Retiring CEO should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board. 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.</p>
Mgmt For For Renew Appointment of Cabinet Mazars as Auditor
9
Mgmt For For Non-Binding Vote on Compensation of Elisabeth Badinter, Chairman of the Supervisory Board
10
Mgmt Against For Non-Binding Vote on Compensation of Maurice Levy in title of FY16 and Approve Remuneration Policy of Maurice Levy as Management Board Chairman until May 31, 2017
11
Voter Rationale: <p>It is inappropriate for several voting items to be bundled into one resolution. Shareholders should be able to vote each item separately. 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. In addition, 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. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Page 949 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Publicis Groupe Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Non-Binding Vote on Compensation of Kevin Roberts, Member of the Management Board until Aug. 31, 2016
12
Voter Rationale: <p>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, share-based incentive plan allows for full vesting of awards following an executive's departure from the company. In such cases, equity awards should vest only to the extent that performance conditions have been met and should be scaled back to reflect the time elapsed since the date of grant. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Finally, if granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.</p>
Mgmt Against For Non-Binding Vote on Compensation of Jean-Michel Etienne, Member of the
Management Board
13
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Non-Binding Vote on Compensation of Anne-Gabrielle Heilbronner, Member of the
Management Board
14
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt For For Approve Remuneration Policy of Members of the Supervisory Board
15
Mgmt For For Approve Remuneration Policy of Elisabeth Badinter, Chairman of the Supervisory Board until May 31, 2017
16
Mgmt For For Approve Remuneration Policy of Arthur Sadoun, New Chairman of the Management Board from June 1, 2017
17
Voter Rationale: <p>Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt For For Approve Remuneration Policy of Jean-Michel
Etienne, Member of the Management Board
18
Voter Rationale: <p>Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt For For Approve Remuneration Policy of Anne-Gabrielle
Heilbronner, Member of the Management Board
19
Voter Rationale: <p>Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt For For Approve Remuneration Policy of Steve King, New Member of the Management Board from June 1, 2017
20
Voter Rationale: <p>Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Page 950 of 1,384
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Publicis Groupe Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Termination Package of Arthur Sadoun, Chairman of the Management Board from June 1, 2017
21
Voter Rationale: <p>If granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.</p>
Mgmt Against For Approve Termination Package of Steve King, New Member of the Management Board from
June 1, 2017
22
Voter Rationale: <p>If granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions. Furthermore, the proposed non-compete agreement is in addition to the benefits retiring executives will receive as part of a severance package and/or the additional pension scheme.</p>
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
23
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
24
Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to
Issue Authority without Preemptive Rights
25
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
26
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
27
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans for International
Employees
28
Mgmt For For Amend Article 13 of Bylaws Re: Employee Representatives
29
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other Formalities
30
PulteGroup, Inc.
Meeting Date: 05/03/2017 Country: USA
Meeting Type: Annual Ticker: PHM
Primary ISIN: US7458671010 Primary SEDOL: 2708841
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Brian P. Anderson Mgmt For For
Mgmt For For Elect Director Bryce Blair 1.2
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PulteGroup, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Richard W. Dreiling 1.3
Mgmt For For Elect Director Thomas J. Folliard 1.4
Mgmt For For Elect Director Joshua Gotbaum 1.5
Mgmt For For Elect Director Cheryl W. Grise 1.6
Mgmt For For Elect Director Andre J. Hawaux 1.7
Mgmt For For Elect Director Ryan R. Marshall 1.8
Mgmt For For Elect Director Patrick J. O'Leary 1.9
Mgmt For For Elect Director John R. Peshkin 1.10
Mgmt For For Elect Director Scott F. Powers 1.11
Mgmt For For Elect Director William J. Pulte 1.12
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. 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. 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.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
PVH Corp.
Meeting Date: 06/15/2017 Country: USA
Meeting Type: Annual Ticker: PVH
Primary ISIN: US6936561009 Primary SEDOL: B3V9F12
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Mary Baglivo Mgmt For For
Mgmt For For Elect Director Brent Callinicos 1b
Mgmt For For Elect Director Emanuel Chirico 1c
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Juan R. Figuereo 1d
Page 952 of 1,384
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PVH Corp. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Joseph B. Fuller 1e
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director V. James Marino 1f
Mgmt For For Elect Director G. Penny McIntyre 1g
Mgmt For For Elect Director Amy McPherson 1h
Mgmt Against For Elect Director Henry Nasella 1i
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Edward R. Rosenfeld 1j
Mgmt For For Elect Director Craig Rydin 1k
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Amanda Sourry 1l
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
Voter Rationale: <p>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.</p>
Qantas Airways Limited
Meeting Date: 10/27/2017 Country: Australia
Meeting Type: Annual Ticker: QAN
Primary ISIN: AU000000QAN2 Primary SEDOL: 6710347
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
2.1 Elect William Meaney as Director Mgmt For For
Mgmt For For Elect Paul Rayner as Director 2.2
Page 953 of 1,384
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Qantas Airways Limited Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Todd Sampson as Director 2.3
Mgmt For For Elect Richard Goyder as Director 2.4
Mgmt For For Approve Grant of Performance Rights to Alan
Joyce
3
Mgmt For For Approve Remuneration Report 4
QinetiQ Group Plc
Meeting Date: 07/19/2017 Country: United Kingdom
Meeting Type: Annual Ticker: QQ.
Primary ISIN: GB00B0WMWD03 Primary SEDOL: B0WMWD0
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: <p>Long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. The proposed change in remuneration structure will lead to a reduction in the performance period from three years to a single year and a significant reduction in the level of prospective target disclosure provided to shareholders.</p>
Mgmt For For Approve Remuneration Report 3
Mgmt For For Approve Final Dividend 4
Mgmt For For Re-elect Lynn Brubaker as Director 5
Mgmt For For Re-elect Sir James Burnell-Nugent as Director 6
Mgmt For For Re-elect Mark Elliott as Director 7
Mgmt For For Re-elect Michael Harper as Director 8
Mgmt For For Re-elect Ian Mason as Director 9
Mgmt For For Re-elect Paul Murray as Director 10
Mgmt For For Re-elect Susan Searle as Director 11
Voter Rationale: <p>Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.</p>
Mgmt For For Elect David Smith as Director 12
Mgmt For For Re-elect Steve Wadey as Director 13
Mgmt For For Appoint PricewaterhouseCoopers LLP as
Auditors
14
Page 954 of 1,384
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QinetiQ Group Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise the Audit Committee to Fix
Remuneration of Auditors
15
Mgmt For For Authorise EU Political Donations and
Expenditure
16
Mgmt Against For Approve Incentive Plan 17
Voter Rationale: <p>Long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. The proposed change in remuneration structure will lead to a reduction in the performance period from three years to a single year and a significant reduction in the level of prospective target disclosure provided to shareholders.</p>
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
19
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
20
Mgmt For For Authorise Market Purchase of Ordinary Shares 21
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
22
QUALCOMM Incorporated
Meeting Date: 03/07/2017 Country: USA
Meeting Type: Annual Ticker: QCOM
Primary ISIN: US7475251036 Primary SEDOL: 2714923
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Barbara T. Alexander Mgmt For For
Mgmt For For Elect Director Jeffrey W. Henderson 1b
Mgmt For For Elect Director Thomas W. Horton 1c
Mgmt Withhold For Elect Director Paul E. Jacobs 1d
Voter Rationale: Retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.
Mgmt For For Elect Director Ann M. Livermore 1e
Mgmt For For Elect Director Harish Manwani 1f
Mgmt For For Elect Director Mark D. McLaughlin 1g
Mgmt For For Elect Director Steve Mollenkopf 1h
Page 955 of 1,384
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QUALCOMM Incorporated Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Withhold For Elect Director Clark T. "Sandy" Randt, Jr. 1i
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Elect Director Francisco Ros 1j
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Elect Director Anthony J. Vinciquerra 1k
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. 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 suffciently long period of time.
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.
Quest Diagnostics Incorporated
Meeting Date: 05/16/2017 Country: USA
Meeting Type: Annual Ticker: DGX
Primary ISIN: US74834L1008 Primary SEDOL: 2702791
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jenne K. Britell Mgmt For For
Mgmt For For Elect Director Vicky B. Gregg 1.2
Mgmt For For Elect Director Jeffrey M. Leiden 1.3
Mgmt For For Elect Director Timothy L. Main 1.4
Mgmt For For Elect Director Gary M. Pfeiffer 1.5
Mgmt For For Elect Director Timothy M. Ring 1.6
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Quest Diagnostics Incorporated Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Stephen H. Rusckowski 1.7
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director Daniel C. Stanzione 1.8
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Against For Elect Director Gail R. Wilensky 1.9
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
Voter Rationale: <p>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.</p>
Mgmt Against For Amend Non-Employee Director Omnibus Stock
Plan
5
Voter Rationale: <p>Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, this plan could lead to excessive dilution. Moreover, incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.</p>
Quintiles IMS Holdings, Inc.
Meeting Date: 04/06/2017 Country: USA
Meeting Type: Annual Ticker: Q
Primary ISIN: US74876Y1010 Primary SEDOL: B7VM917
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jonathan J. Coslet 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.
Page 957 of 1,384
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Quintiles IMS Holdings, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Michael J. Evanisko 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.
Mgmt For For Elect Director Dennis B. Gillings 1.3
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.The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director Ronald A. Rittenmeyer 1.4
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 Advisory Vote to Ratify Named Executive Officers' Compensation
2
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. Furthermore, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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. Additionally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.
Mgmt One Year Three Years Advisory Vote on Say on Pay Frequency 3
Voter Rationale: A vote for the adoption of an ANNUAL say-on-pay frequency is warranted.
Mgmt Against For Approve Omnibus Stock Plan 4
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. Moreover, 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, this plan could lead to excessive dilution.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 5
Quirin Bank AG
Meeting Date: 06/16/2017 Country: Germany
Meeting Type: Annual Ticker: QB7
Primary ISIN: DE0005202303 Primary SEDOL: B1FWGL0
Page 958 of 1,384
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Quirin Bank AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.05 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt Against For Elect Marcel Morschbach to the Supervisory
Board
5
Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.
Mgmt For For Ratify Ebner Stolz GmbH & Co. KG as Auditors for Fiscal 2017
6
Mgmt For For Change Company Name to Quirin Privatbank AG 7
Mgmt For For Amend Articles Re: Chairman of General Meeting
8
Mgmt For For Approve Remuneration of Supervisory Board 9
Raiffeisen Bank International AG
Meeting Date: 01/24/2017 Country: Austria
Meeting Type: Special Ticker: RBI
Primary ISIN: AT0000606306 Primary SEDOL: B0704T9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Merger by Absorption of Raiffeisen Zentralbank Oesterreich AG and Share Capital Increase of EUR 109.7 Million
Mgmt For For
Page 959 of 1,384
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Raiffeisen Bank International AG
Meeting Date: 06/22/2017 Country: Austria
Meeting Type: Annual Ticker: RBI
Primary ISIN: AT0000606306 Primary SEDOL: B0704T9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports (Non-Voting)
Mgmt
Mgmt For For Approve Discharge of Management Board 2
Mgmt For For Approve Discharge of Supervisory Board 3
Mgmt For For Approve Remuneration of Supervisory Board Members
4
Mgmt For For Ratify KPMG Austria GmbH as Auditors 5
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Peter Gauper as Supervisory Board Member
6.1
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.</p>
Mgmt Against For Elect Wilfried Hopfner as Supervisory Board Member
6.2
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.</p>
Mgmt Against For Elect Rudolf Koenighofer as Supervisory Board
Member
6.3
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.</p>
Mgmt Against For Elect Johannes Ortner as Supervisory Board
Member
6.4
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.</p>
Mgmt For For Elect Birgit Noggler as Supervisory Board Member
6.5
Mgmt For For Elect Eva Eberhartinger as Supervisory Board Member
6.6
Page 960 of 1,384
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Raiffeisen Bank International AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Heinrich Schaller as Supervisory Board
Member
6.7
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Furthermore, 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. In addition, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.</p>
Mgmt Against For Elect Guenther Reibersdorfer as Supervisory Board Member
6.8
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.</p>
Rallye
Meeting Date: 05/10/2017 Country: France
Meeting Type: Annual/Special Ticker: RAL
Primary ISIN: FR0000060618 Primary SEDOL: 4368920
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.4 per Share
3
Mgmt For For Approve Stock Dividend Program (Cash or New
Shares)
4
Mgmt Against For Approve Amendments to Agreement with Euris 5
Voter Rationale: <p>Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable. Furthermore, shareholders should be given relevant and sufficient information to make an informed decision.</p>
Mgmt For For Elect Anne Yannic as Director 6
Mgmt For For Reelect Philippe Charrier as Director 7
Mgmt For For Reelect Jacques Dumas as Director 8
Mgmt For For Reelect Catherine Fulconis as Director 9
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Rallye Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Jean-Charles Naouri as Director 10
Voter Rationale: <p>The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an 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.</p>
Mgmt For For Reelect Finatis as Director 11
Mgmt For For Reelect Fonciere Euris as Director 12
Mgmt Against For Reelect Euris as Director 13
Voter Rationale: <p>The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt Against For Reelect Saris as Director 14
Voter Rationale: <p>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.</p>
Mgmt For For Acknowledge End of Mandate of Jean Chodron de Courcel and Decision Not to Replace Him
15
Mgmt Against For Appoint Jean Chodron de Courcel as Censor 16
Voter Rationale: <p>Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.</p>
Mgmt Against For Renew Appointment of Christian Paillot as
Censor
17
Voter Rationale: <p>Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.</p>
Mgmt For For Renew Appointment of Ernst & Young et Autres
as Auditor
18
Voter Rationale: <p>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. Furthermore, 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.</p>
Mgmt Against For Non-Binding Vote on Compensation of
Jean-Charles Naouri, Chairman
19
Voter Rationale: <p>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.</p>
Mgmt Against For Non-Binding Vote on Compensation of Didier Carlier, CEO
20
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.</p>
Mgmt Against For Non-Binding Vote on Compensation of Franck Hattab, Vice-CEO
21
Voter Rationale: <p>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 suffciently long period of time.</p>
Page 962 of 1,384
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Rallye Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy of Didier Carlier,
CEO until April 3, 2017
22
Voter Rationale: <p>The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Approve Remuneration Policy of Frank Hattab, Vice-CEO until April 3, 2017
23
Voter Rationale: <p>The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Approve Remuneration Policy of CEO from April 4, 2017
24
Voter Rationale: <p>The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
25
Voter Rationale: <p>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.</p>
Mgmt Extraordinary Business
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 66 Million
26
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Million
27
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 15 Million
28
Mgmt For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
29
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
30
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 66 Million for Bonus Issue or Increase in Par Value
31
Mgmt For For Authorize Capital Increase of Up to EUR 15
Million for Future Exchange Offers
32
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind
33
Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests under Items 26-33 at EUR 66 Million
34
Page 963 of 1,384
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Rallye Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize up to 1 Percent of Issued Capital for
Use in Stock Option Plans (New Shares)
35
Voter Rationale: <p>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.</p>
Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Stock Option Plans (Repurchased Shares)
36
Voter Rationale: <p>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.</p>
Mgmt Against For Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plans
37
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
38
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
39
Mgmt For For Amend Article 4 and 25 of Bylaws Re: Headquarters and General Meetings
40
Mgmt Against For Delegate Power to the Board of Directors to Amend the Bylaws to Comply with New Regulation
41
Voter Rationale: <p>Changes in company's articles or by-laws should not erode shareholder rights.</p>
Mgmt For For Authorize Filing of Required Documents/Other Formalities
42
Randstad Holding NV
Meeting Date: 03/30/2017 Country: Netherlands
Meeting Type: Annual Ticker: RAND
Primary ISIN: NL0000379121 Primary SEDOL: 5228658
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of the Executive Board and Report of the Supervisory Board for the financial year 2016 (Non-Voting)
2.a
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members
2.b
Page 964 of 1,384
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Randstad Holding NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Adopt Financial Statements for 2016 2.c
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy
2.d
Mgmt For For Approve Dividends of EUR 1.89 Per Share 2.e
Mgmt For For Approve Discharge of Management Board 3.a
Mgmt For For Approve Discharge of Supervisory Board 3.b
Mgmt For For Grant Board Authority to Issue Shares Up To 3
Percent of Issued Capital
4.a
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances
4.b
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
4.c
Mgmt For For Authorize Cancel Repurchase of Up to 10
Percent of Issued Share Capital under Item 4.c
4.d
Mgmt For For Approve Amendments to Remuneration Policy 5.a
Mgmt For For Approve Performance Related Remuneration of
the Executive Board in Performance Shares
5.b
Mgmt For For Ratify Deloitte as Auditors 6
Mgmt Other Business (Non-Voting) 7
Mgmt Close Meeting 8
Rational AG
Meeting Date: 05/03/2017 Country: Germany
Meeting Type: Annual Ticker: RAA
Primary ISIN: DE0007010803 Primary SEDOL: 5910609
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 10 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016
4
Page 965 of 1,384
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Rational AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors
for Fiscal 2017
5
Mgmt For For Approve Affiliation Agreement with Subsidiary
Rational F & E GmbH
6
Reckitt Benckiser Group plc
Meeting Date: 05/04/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RB.
Primary ISIN: GB00B24CGK77 Primary SEDOL: B24CGK7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Final Dividend 3
Mgmt For For Re-elect Adrian Bellamy as Director 4
Mgmt For For Re-elect Nicandro Durante as Director 5
Mgmt For For Re-elect Mary Harris as Director 6
Mgmt For For Re-elect Adrian Hennah as Director 7
Mgmt Against For Re-elect Kenneth Hydon as Director 8
Voter Rationale: Until the formation of the Corporate Responsibility, Sustainability, Ethics and Compliance Committee in 2016 as a response to the Oxy RB events, the Audit Committee was responsible for risk and control reviews in terms of trade spend, environmental, health and safety, commercial and reputational, sustainability and legal compliance. This individual served on the Audit Committee whilst the Oxy RB issues were taking place and is therefore accountable.
Mgmt For For Re-elect Rakesh Kapoor as Director 9
Mgmt For For Re-elect Pamela Kirby as Director 10
Mgmt Against For Re-elect Andre Lacroix as Director 11
Voter Rationale: Until the formation of the Corporate Responsibility, Sustainability, Ethics and Compliance Committee in 2016 as a response to the Oxy RB events, the Audit Committee was responsible for risk and control reviews in terms of trade spend, environmental, health and safety, commercial and reputational, sustainability and legal compliance. This individual served on the Audit Committee whilst the Oxy RB issues were taking place and is therefore accountable.
Mgmt For For Re-elect Chris Sinclair as Director 12
Page 966 of 1,384
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Reckitt Benckiser Group plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Re-elect Judith Sprieser as Director 13
Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Re-elect Warren Tucker as Director 14
Voter Rationale: Until the formation of the Corporate Responsibility, Sustainability, Ethics and Compliance Committee in 2016 as a response to the Oxy RB events, the Audit Committee was responsible for risk and control reviews in terms of trade spend, environmental, health and safety, commercial and reputational, sustainability and legal compliance. This individual served on the Audit Committee whilst the Oxy RB issues were taking place and is therefore accountable.
Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors
15
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
16
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise EU Political Donations and
Expenditure
17
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
19
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
20
Mgmt For For Authorise Market Purchase of Ordinary Shares 21
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
22
Reckitt Benckiser Group plc
Meeting Date: 05/31/2017 Country: United Kingdom
Meeting Type: Special Ticker: RB.
Primary ISIN: GB00B24CGK77 Primary SEDOL: B24CGK7
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Acquisition of Mead Johnson Nutrition Company
Mgmt For For
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Recordati Industria Chimica e Farmaceutica Spa
Meeting Date: 04/11/2017 Country: Italy
Meeting Type: Annual/Special Ticker: REC
Primary ISIN: IT0003828271 Primary SEDOL: B07DRZ5
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income
1
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 Shareholder Proposals Submitted by FIMEI SpA
SH For None Fix Number of Directors 2.a
SH For None Fix Board Terms for Directors 2.b
SH For None Slate Submitted by FIMEI SpA 2.c
Mgmt Management Proposals
Mgmt Against For Approve Remuneration of Directors 2.d
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
Mgmt Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates
SH Do Not Vote None Slate Submitted by FIMEI SpA 3.a.1
SH For None Slate Submitted by Institutional Investors
(Assogestioni)
3.a.2
Mgmt Against For Approve Internal Auditors' Remuneration 3.b
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Approve Remuneration Policy 4
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt For For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares
5
Mgmt Extraordinary Business
Mgmt Against For Authorize Capital Increase and Issuance of
Convertible Bonds
1
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Page 968 of 1,384
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Recordati Industria Chimica e Farmaceutica Spa Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Recticel SA
Meeting Date: 05/30/2017 Country: Belgium
Meeting Type: Annual/Special Ticker: REC
Primary ISIN: BE0003656676 Primary SEDOL: 4363497
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual/ Special Meeting Mgmt
Mgmt Annual Meeting Agenda
Mgmt Receive Directors' Reports (Non-Voting) 1
Mgmt Receive Auditors' Reports (Non-Voting) 2
Mgmt For For Adopt Financial Statements 3.1
Mgmt For For Approve Allocation of Income 3.2
Mgmt For For Approve Discharge of Directors 4
Mgmt For For Approve Discharge of Auditors 5
Mgmt For For Acknowledge Resignation of Revam BVBBA,
Represented by Wilfried Vandepoel as Director
6.1
Mgmt For For Elect IPGM Consulting GmbH, Represented by
Anne De Vos as Director
6.2
Mgmt For For Indicate Anne De Vos as Independent Board
Member
7
Mgmt For For Approve Remuneration Report 8.1
Mgmt For For Approve Board Remuneration Re: Board and
Attendance Fees
8.2.
Mgmt For For Approve Board Remuneration Re: Audit
Committee Fees
8.3
Mgmt For For Approve Board Remuneration Re: Remuneration
and Nominating Committee Fee
8.4
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Recticel SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Deviation from Belgian Company Law
Re: Article 520ter
8.5
Voter Rationale: <p>A vote AGAINST this item is warranted, as the amendment concerns a deviation from local corporate governance best practices and allows for a misalignment of the remuneration with shareholders' long-term interests.</p>
Mgmt Against For Approve Stock Option Plan Re: Issuance up to 500,000 Options
9
Voter Rationale: <p>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.</p>
Mgmt Special Meeting Agenda
Mgmt For For Acknowledge Special Board Report 1.1
Mgmt Against For Renew Authorization to Increase Share Capital within the Framework of Authorized Capital
1.2
Voter Rationale: <p>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.</p>
Mgmt Against For Authorize Board to Issue Shares in the Event of a Public Tender Offer or Share Exchange Offer
1.3
Voter Rationale: <p>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.</p>
Mgmt Against For Amend Articles to Reflect Changes in Capital Re:
Items 1.2-1.3
1.4
Voter Rationale: <p>A vote AGAINST is warranted since approval of this item would allow for amending the articles of association in order to translate the capital changes under Items 1.2 and 1.3, which do not warrant shareholder support because these issuance authorizations are considered excessive and could be used to thwart a takeover bid.</p>
Mgmt Against For Authorize Board to Repurchase Shares in the
Event of a Serious and Imminent Harm
2.1
Voter Rationale: <p>This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.</p>
Mgmt Against For Amend Articles to Reflect Changes in Capital Re:
Item 2.1
2.2
Voter Rationale: <p>A vote AGAINST is warranted since approval of this item would allow for amending the articles of association in order to translate the repurchase authority under Item 2.1, which does not warrant shareholders support because that authorization could be used to thwart a takeover bid.</p>
Mgmt Against For Authorize Repurchase of Up to 20 Percent of Issued Share Capital
2.3
Voter Rationale: <p>Shares should not be repurchased at a premium/discount to the market price of more than 10%. Furthermore, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.</p>
Page 970 of 1,384
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Recticel SA
Meeting Date: 07/07/2017 Country: Belgium
Meeting Type: Special Ticker: REC
Primary ISIN: BE0003656676 Primary SEDOL: 4363497
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Special Meeting Agenda Mgmt
Mgmt For For Acknowledge Special Board Report 1.1
Mgmt Against For Renew Authorization to Increase Share Capital within the Framework of Authorized Capital
1.2
Voter Rationale: <p>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.</p>
Mgmt Against For Authorize Board to Issue Shares in the Event of a Public Tender Offer or Share Exchange Offer
1.3
Voter Rationale: <p>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.</p>
Mgmt Against For Amend Articles to Reflect Changes in Capital Re: Items 1.2-1.3
1.4
Voter Rationale: <p>A vote against is warranted since approval of this item would allow for amending the articles of association in order to translate the capital changes under Items 1.2 and 1.3, which do not warrant shareholder support because these issuance authorizations are considered excessive and could be used to thwart a takeover bid.</p>
Mgmt Against For Authorize Board to Repurchase Shares in the Event of a Serious and Imminent Harm and Under Normal Conditions
2.1
Voter Rationale: <p>This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.</p>
Mgmt Against For Amend Articles to Reflect Changes in Capital Re:
Item 2.1
2.2
Voter Rationale: <p>A vote against is warranted since approval of this item would allow for amending the articles of association in order to translate the repurchase authority under Item 2.1, which does not warrant shareholders support because that authorization could be used to thwart a takeover bid.</p>
Mgmt Against For Authorize Repurchase of Up to 20 Percent of Issued Share Capital
2.3
Voter Rationale: <p>Shares should not be repurchased at a premium/discount to the market price of more than 10%. Furthermore, any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.</p>
Page 971 of 1,384
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Red Electrica Corporacion SA
Meeting Date: 03/30/2017 Country: Spain
Meeting Type: Annual Ticker: REE
Primary ISIN: ES0173093024 Primary SEDOL: BD6FXN3
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Standalone Financial Statements Mgmt For For
Mgmt For For Approve Consolidated Financial Statements 2
Mgmt For For Approve Allocation of Income and Dividends 3
Mgmt For For Approve Discharge of Board 4
Mgmt For For Reelect Maria Jose Garcia Beato as Director 5.1
Mgmt For For Ratify Appointment of and Elect Arsenio Fernandez de Mesa y Diaz del Rio as Director
5.2
Voter Rationale: Votes FOR Items 5.1 and 5.3 are warranted due to a lack of concerns about these independent nominees. A qualified vote FOR Item 5.2 is warranted due to concerns about the actual independent status of the nominee stemming from his longstanding ties with the current government whereas the Spanish state indirectly holds 20 percent of the company's share capital. The proposed appointment further casts doubts on the soundness of the company's director selection process.
Mgmt For For Elect Alberto Carbajo Josa as Director 5.3
Mgmt For For Approve Remuneration of Executive Directors and Non-Executive Directors
6.1
Mgmt Against For Approve Remuneration Report 6.2
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions
7
Mgmt Receive Corporate Governance Report 8
Mgmt Receive Amendments to Board of Directors
Regulations
9
Regions Financial Corporation
Meeting Date: 04/20/2017 Country: USA
Meeting Type: Annual Ticker: RF
Primary ISIN: US7591EP1005 Primary SEDOL: B01R311
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Carolyn H. Byrd Mgmt For For
Page 972 of 1,384
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Regions Financial Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director David J. Cooper, Sr. 1b
Mgmt For For Elect Director Don DeFosset 1c
Mgmt For For Elect Director Samuel A. Di Piazza, Jr. 1d
Mgmt For For Elect Director Eric C. Fast 1e
Mgmt For For Elect Director O. B. Grayson Hall, Jr. 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 John D. Johns 1g
Mgmt For For Elect Director Ruth Ann Marshall 1h
Mgmt Against For Elect Director Susan W. Matlock 1i
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director John E. Maupin, Jr. 1j
Mgmt Against For Elect Director Charles D. McCrary 1k
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director James T. Prokopanko 1l
Mgmt Against For Elect Director Lee J. Styslinger, III 1m
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Jose S. Suquet 1n
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
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.
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. 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. 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 suffciently long period of time.
Reinsurance Group of America, Incorporated
Meeting Date: 05/23/2017 Country: USA
Meeting Type: Annual Ticker: RGA
Primary ISIN: US7593516047 Primary SEDOL: 2731193
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Reinsurance Group of America, Incorporated
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1A Elect Director Patricia L. Guinn 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 For For Elect Director Arnoud W.A. Boot 1B
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 For For Elect Director John F. Danahy 1C
Voter Rationale: 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.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 J. Cliff Eason 1D
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, directors with long board tenures should not serve on committees that require absolute independence. The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Moreover, changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.
Mgmt For For Elect Director Anna Manning 1E
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 One Year One Year Advisory Vote on Say on Pay Frequency 2
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt Against For Amend Omnibus Stock Plan 4
Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Furthermore, 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.
Mgmt Against For Amend Non-Employee Director Omnibus Stock Plan
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. Moreover, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.
Mgmt For For Amend Non-Employee Director Stock Awards in Lieu of Cash
6
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Reinsurance Group of America, Incorporated Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 7
RELX NV
Meeting Date: 04/19/2017 Country: Netherlands
Meeting Type: Annual Ticker: REN
Primary ISIN: NL0006144495 Primary SEDOL: 4148810
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board (Non-Voting)
2
Mgmt For For Amend Remuneration Policy 3.a
Voter Rationale: We have strong concerns about the implementation of the plan and would encourage the board to put this to a shareholder vote in the future, despite market requirements. On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt For For Amend Restricted Stock Plan 3.b
Mgmt For For Approve Addition of a Deferred Share Element
to the Annual Incentive Plan
3.c
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members
4
Mgmt For For Adopt Financial Statements and Statutory
Reports
5
Mgmt For For Approve Dividends of EUR 0.423 Per Share 6
Mgmt For For Approve Discharge of Executive Directors 7.a
Mgmt For For Approve Discharge of Non-Executive Directors 7.b
Mgmt For For Ratify Ernst & Young as Auditor 8
Mgmt For For Reelect Anthony Habgood as Non-Executive
Director
9.a
Mgmt For For Reelect Wolfhart Hauser as Non-Executive
Director
9.b
Mgmt For For Reelect Adrian Hennah as Non-Executive
Director
9.c
Mgmt For For Reelect Marike van Lier Lels as Non-Executive
Director
9.d
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RELX NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Robert MacLeod as Non-Executive
Director
9.e
Mgmt For For Relect Carol Mills as Non-Executive Director 9.f
Mgmt For For Reelect Linda Sanford as Non-Executive Director 9.g
Mgmt For For Reelect Ben van der Veer as Non-Executive
Director
9.h
Mgmt For For Reelect Erik Engstrom as Executive Director 10.a
Mgmt For For Reelect Nick Luff as Executive Director 10.b
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
11.a
Mgmt For For Approve Cancellation of up to 50 Million
Ordinary Shares Held in Treasury
11.b
Mgmt Against For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger
12.a
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 12.a
12.b
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 Other Business (Non-Voting) 13
Mgmt Close Meeting 14
RELX NV
Meeting Date: 09/26/2017 Country: Netherlands
Meeting Type: Special Ticker: REN
Primary ISIN: NL0006144495 Primary SEDOL: 4148810
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Special Meeting Mgmt
Mgmt Open Meeting 1
Mgmt For For Elect Suzanne Wood as Non-Executive Director 2
Mgmt Close Meeting 3
Page 976 of 1,384
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RELX PLC
Meeting Date: 04/20/2017 Country: United Kingdom
Meeting Type: Annual Ticker: REL
Primary ISIN: GB00B2B0DG97 Primary SEDOL: B2B0DG9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Policy 2
Mgmt For For Amend Long-Term Incentive Plan 3
Mgmt Against For Approve Remuneration Report 4
Voter Rationale: Whilst we appreciate the simplifications made to the plan, we are concerned about the high proportion of the maximum award that pays out for threshold performance, especially under the LTIP where 30% pays out for median TSR and 33% for a 5% increase in EPS.
Mgmt For For Approve Final Dividend 5
Mgmt For For Reappoint Ernst & Young LLP as Auditors 6
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
7
Mgmt For For Re-elect Erik Engstrom as Director 8
Mgmt For For Re-elect Anthony Habgood as Director 9
Mgmt For For Re-elect Wolfhart Hauser as Director 10
Mgmt For For Re-elect Adrian Hennah as Director 11
Mgmt For For Re-elect Marike van Lier Lels as Director 12
Mgmt For For Re-elect Nick Luff as Director 13
Mgmt For For Re-elect Robert MacLeod as Director 14
Mgmt For For Re-elect Carol Mills as Director 15
Mgmt For For Re-elect Linda Sanford as Director 16
Mgmt For For Re-elect Ben van der Veer as Director 17
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
19
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
20
Mgmt For For Authorise Market Purchase of Ordinary Shares 21
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
22
Page 977 of 1,384
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Renault
Meeting Date: 06/15/2017 Country: France
Meeting Type: Annual/Special Ticker: RNO
Primary ISIN: FR0000131906 Primary SEDOL: 4712798
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 3.15 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions and Acknowledge Ongoing Transactions
4
Mgmt For For Acknowledge Auditor's Special Reports Re: Remuneration of Redeemable Shares
5
Mgmt For For Non-Binding Vote on Compensation of Carlos Ghosn, Chairman and CEO
6
Voter Rationale: In the context of failing to pass their advisory remuneration report in 2016, we are pleased to note that the Company undertaken a shareholder consultation during the year and substantially improved the level of disclosure on the achievement of targets under the annual bonus and long-term equity plan. Although the maximum level of quantum has remained unchanged, they have also lowered the level of on-target bonus for the CEO. Taking these improvements into account, along with an overall alignment of pay outcomes and performance for this year, support is considered to be warranted.
Mgmt For For Approve Remuneration Policy of Chairman and CEO for Fiscal Year 2017
7
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
8
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
9
Mgmt For For Amend Article 11 of Bylaws Re: Composition of the Board
10
Mgmt Ordinary Business
Mgmt Against For Ratify Appointment of Yasuhiro Yamauchi as Director
11
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Ratify Appointment and Reelect Yu Serizawa as
Director
12
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Page 978 of 1,384
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Renault Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Pascal Faure as Director 13
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Miriem Bensalah Chaqroun as Director 14
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Marie-Annick Darmaillac as Director 15
Mgmt For For Elect Catherine Barba as Director 16
Mgmt Against None Elect Benoit Ostertag as Representative of Employee Shareholders to the Board
17
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against None Elect Julien Thollot as Representative of Employee Shareholders to the Board
18
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
19
Renishaw plc
Meeting Date: 10/20/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RSW
Primary ISIN: GB0007323586 Primary SEDOL: 0732358
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Policy 2
Mgmt For For Approve Remuneration Report 3
Mgmt For For Approve Final Dividend 4
Mgmt For For Re-elect Sir David McMurtry as Director 5
Voter Rationale: <p>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.</p>
Mgmt For For Re-elect John Deer as Director 6
Mgmt For For Re-elect Allen Roberts as Director 7
Page 979 of 1,384
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Renishaw plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Geoff McFarland as Director 8
Mgmt For For Re-elect Will Lee as Director 9
Voter Rationale: <p>For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Re-elect Sir David Grant as Director 10
Mgmt For For Re-elect Carol Chesney as Director 11
Mgmt For For Re-elect John Jeans as Director 12
Mgmt For For Re-elect Kath Durrant as Director 13
Mgmt For For Reappoint Ernst & Young LLP as Auditors 14
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
15
Mgmt For For Authorise Market Purchase of Ordinary Shares 16
Rentokil Initial plc
Meeting Date: 05/10/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RTO
Primary ISIN: GB00B082RF11 Primary SEDOL: B082RF1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Final Dividend 3
Mgmt For For Elect Chris Geoghegan as Director 4
Mgmt For For Re-elect John McAdam as Director 5
Mgmt For For Re-elect Richard Burrows as Director 6
Mgmt For For Re-elect Andy Ransom as Director 7
Mgmt For For Re-elect Angela Seymour-Jackson as Director 8
Mgmt For For Re-elect Julie Southern as Director 9
Mgmt For For Re-elect Jeremy Townsend as Director 10
Mgmt For For Reappoint KPMG LLP as Auditors 11
Page 980 of 1,384
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Rentokil Initial plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise Board to Fix Remuneration of Auditors 12
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
13
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
15
Mgmt For For Authorise Market Purchase of Ordinary Shares 16
Mgmt For For Authorise EU Political Donations and
Expenditure
17
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
18
Reply S.p.A.
Meeting Date: 04/21/2017 Country: Italy
Meeting Type: Annual Ticker: REY
Primary ISIN: IT0001499679 Primary SEDOL: 4784311
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1.a
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 1.b
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
2
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Furthermore, shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt Against For Approve Remuneration Policy 3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Page 981 of 1,384
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Reply S.p.A.
Meeting Date: 09/13/2017 Country: Italy
Meeting Type: Special Ticker: REY
Primary ISIN: IT0001499679 Primary SEDOL: 4784311
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Extraordinary Business Mgmt
Mgmt For For Approve Stock Split 1
Mgmt Against For Adopt Double Voting Rights for Long-Term Registered Shareholders
2
Voter Rationale: <p>The proposal is not in the interests of minority shareholders.</p>
Repsol SA
Meeting Date: 05/18/2017 Country: Spain
Meeting Type: Annual Ticker: REP
Primary ISIN: ES0173516115 Primary SEDOL: 5669354
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Consolidated and Standalone Financial Statements
Mgmt For For
Mgmt For For Approve Allocation of Income 2
Mgmt For For Approve Discharge of Board 3
Mgmt For For Renew Appointment of Deloitte as Auditor for FY 2017
4
Voter Rationale: <p>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.</p>
Mgmt For For Appoint PricewaterhouseCoopers as Auditor for FY 2018, 2019 and 2020
5
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Capitalization of Reserves for Scrip
Dividends
6
Mgmt For For Authorize Capitalization of Reserves for Scrip
Dividends
7
Page 982 of 1,384
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Repsol SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Issuance of Non-Convertible and/or Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 8.4 Billion with Exclusion of Preemptive Rights up to 20 Percent
of Capital
8
Voter Rationale: <p>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.</p>
Mgmt For For Reelect Rene Dahan as Director 9
Mgmt For For Reelect Manuel Manrique Cecilia as Director 10
Mgmt For For Reelect Luis Suarez de Lezo Mantilla as Director 11
Mgmt Against For Ratify Appointment of and Elect Antonio Massanell Lavilla as Director
12
Voter Rationale: <p>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.</p>
Mgmt For For Elect Maite Ballester Fornes as Director 13
Mgmt For For Elect Isabel Torremocha Ferrezuelo as Director 14
Mgmt For For Elect Mariano Marzo Carpio as Director 15
Mgmt For For Advisory Vote on Remuneration Report 16
Mgmt Against For Approve Share Price Performance as CEO's 2017 Bonus Metric
17
Voter Rationale: <p>The remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt Against For Approve Inclusion of a Target Related to the Performance of the Total Shareholder Return in the 2017-2020 Long Term Multi-Year Variable Remuneration Plan
18
Voter Rationale: <p>The remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt For For Approve Partial Settlement of Outstanding Long
Term Incentive Awards in Company Shares
19
Mgmt For For Approve Remuneration Policy 20
Mgmt For For Authorize Board to Ratify and Execute Approved
Resolutions
21
Resona Holdings, Inc.
Meeting Date: 06/23/2017 Country: Japan
Meeting Type: Annual Ticker: 8308
Primary ISIN: JP3500610005 Primary SEDOL: 6421553
Page 983 of 1,384
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Resona Holdings, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Remove Provisions on
Non-Common Shares
Mgmt For For
Mgmt For For Elect Director Higashi, Kazuhiro 2.1
Mgmt For For Elect Director Kan, Tetsuya 2.2
Mgmt For For Elect Director Hara, Toshiki 2.3
Mgmt For For Elect Director Isono, Kaoru 2.4
Mgmt For For Elect Director Arima, Toshio 2.5
Mgmt For For Elect Director Sanuki, Yoko 2.6
Mgmt For For Elect Director Urano, Mitsudo 2.7
Mgmt For For Elect Director Matsui, Tadamitsu 2.8
Mgmt For For Elect Director Sato, Hidehiko 2.9
Mgmt For For Elect Director Baba, Chiharu 2.10
SH Against Against Amend Articles to Hand over Petition Calling for Refraining of Strongly Pursuing Negative Interest Rate Policy to Governor of the Bank of
Japan
3
Voter Rationale: <p>A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH For Against Amend Articles to Require Individual
Compensation Disclosure for Directors
4
Voter Rationale: <p>A vote FOR this shareholder proposal is recommended because:- The proposed disclosure would promote accountability and help shareholders make better-informed decisions.</p>
SH For Against Amend Articles to Separate Chairman of the Board and CEO
5
Voter Rationale: <p>A vote FOR this shareholder proposal is recommended because:- The addition of the language to the articles will add credence to the company that it will have a solid governance structure as the roles of board chair and chief executive are separate.</p>
SH Against Against Amend Articles to Create System that Enables Employees to be Reinstated after Running for Office in National Elections, Local Assembly Elections, and Elections for the Heads of Local
Governments
6
Voter Rationale: <p>A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH For Against Amend Articles to Require Company to Urge Subsidiaries Owning Shares in Allied Firms to
Vote Shares Appropriately
7
Voter Rationale: <p>A vote FOR this shareholder proposal is warranted because:- Constructive, well-considered voting serves the interests of both the shareholder and the portfolio company.</p>
Page 984 of 1,384
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Resona Holdings, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against Against Amend Articles to Disclose Director Training
Policy
8
Voter Rationale: <p>A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH Against Against Amend Articles to Add Provisions on Communications and Responses between
Shareholders and Directors
9
Voter Rationale: <p>A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH Against Against Amend Articles to Add Provisions Allowing Shareholders to Nominate Director Candidates to Nomination Committee and Its Equal Treatment
10
Voter Rationale: <p>A vote AGAINST this shareholder proposal is recommended because:- Shareholders are already legally entitled to submit shareholder proposals regarding nomination of directors, rendering this proposal unnecessary.</p>
SH Against Against Amend Articles to Allow Inclusion of Shareholder Proposals in Convocation Notice with the Upper Limit of 100 at Minimum
11
Voter Rationale: <p>A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH Against Against Amend Articles to Establish Liaison for Reporting
Concerns to Audit Committee
12
Voter Rationale: <p>A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH Against Against Amend Articles to Mandate Holding of Meetings
Consisting Solely of Outside Directors
13
Voter Rationale: <p>A vote AGAINST this proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH Against Against Amend Articles to Add Provisions on Recruitment and Offer of Senior Positions to Women Who Interrupted Their Careers for Childbirth
14
Voter Rationale: <p>A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH Against Against Amend Articles to Prohibit Discriminatory Treatment of Activist Investors
15
Voter Rationale: <p>A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH Against Against Amend Articles to Establish Special Committee on Expressing the Company's Opinion on Recent
Actions by Justice Minister Katsutoshi Kaneda
16
Voter Rationale: <p>aA vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
Page 985 of 1,384
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Resona Holdings, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against Against Amend Articles to Establish Special Investigation
Committee on Loans to K.K. Kenko
17
Voter Rationale: <p>A vote AGAINST this proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH Against Against Remove Director Mitsudo Urano from Office 18
Voter Rationale: <p>A vote AGAINST this proposal is recommended because:- We are unaware of any particular reasons that Urano is unqualified as a director.</p>
SH Against Against Amend Articles to Establish Special Investigation Committee on Director Mitsudo Urano
19
Voter Rationale: <p>A vote AGAINST this proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.</p>
SH Against Against Appoint Shareholder Director Nominee Lucian Bebchuk in place of Mitsudo Urano
20
Voter Rationale: <p>A vote AGAINST this nominee is recommended because:- The proposed language explicitly links Bebchuk's appointment to Urano's ouster, which is not well supported.- Bebchuk has attractive credentials and an excellent reputation, but there is no indication he is actually available to serve on Resona's board or that he has agreed to do so.- The board's all-outsider nomination committee, with its independent director majority, deserves the benefit of the doubt in identifying and nominating qualified, independent nominees.</p>
Resurs Holding AB
Meeting Date: 04/28/2017 Country: Sweden
Meeting Type: Annual Ticker: RESURS
Primary ISIN: SE0007665823 Primary SEDOL: BD718Q8
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's and CFO's Reports 7
Mgmt Receive Financial Statements and Statutory Reports
8
Mgmt For For Accept Financial Statements and Statutory Reports
9
Page 986 of 1,384
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Resurs Holding AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
SEK 3.00 Per Share
10
Mgmt For For Approve Discharge of Board and President 11
Mgmt Receive Nominating Committee Report 12
Mgmt For For Determine Number of Members (8) and Deputy
Members (0) of Board
13
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.2 Million for Chairman, and SEK 400,000 for Other Directors; Approve Remuneration for Committee Work; Approve
Remuneration of Auditors
14
Mgmt For For Reelect Jan Samuelson as Director 15a
Mgmt Against For Reelect Martin Bengtsson as Director 15b
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Mariana Burenstam Linder as Director 15c
Mgmt For For Reelect Fredrik Carlsson as Director 15d
Mgmt For For Reelect Anders Dahlvig as Director 15e
Mgmt Against For Reelect Christian Frick as Director 15f
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Lars Nordstrand as Director 15g
Mgmt For For Reelect Marita Odélius Engström as Director 15h
Mgmt For For Reelect Jan Samuelson as Board Chairman 16
Mgmt For For Ratify Ernst & Young as Auditors 17
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee
18
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
19
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Close Meeting 20
Page 987 of 1,384
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Resurs Holding AB
Meeting Date: 10/27/2017 Country: Sweden
Meeting Type: Special Ticker: RESURS
Primary ISIN: SE0007665823 Primary SEDOL: BD718Q8
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt For For Approve Dividends of SEK 1.50 Per Share 7
Mgmt For For Authorize Share Repurchase Program 8
Mgmt Close Meeting 9
Reunert Ltd
Meeting Date: 02/13/2017 Country: South Africa
Meeting Type: Annual Ticker: RLO
Primary ISIN: ZAE000057428 Primary SEDOL: 6728726
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Re-elect Trevor Munday as Director Mgmt For For
Mgmt For For Re-elect Tasneem Abdool-Samad as Director 2
Mgmt For For Re-elect Alan Dickson as Director 3
Mgmt For For Re-elect Thabang Motsohi as Director 4
Mgmt For For Re-elect Rynhardt van Rooyen as Director 5
Mgmt For For Re-elect Rynhardt van Rooyen as Member of the
Audit Committee
6
Mgmt For For Re-elect Tasneem Abdool-Samad as Member of
the Audit Committee
7
Mgmt For For Re-elect Phuti Mahanyele as Member of the
Audit Committee
8
Page 988 of 1,384
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Reunert Ltd Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Sarita Martin as Member of the Audit
Committee
9
Mgmt Against For Reappoint Deloitte & Touche as Auditors of the Company with James Welch as the Individual Designated Auditor and Authorise Their Remuneration
10
Voter Rationale: <p>Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor. Furthermore, 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.</p>
Mgmt For For Approve Resolutions or Agreements of Executive Directors and Prescribed Officers in Contravention of Section 75 of Companies Act but Only to the Extent that the Relevant Resolutions or Agreements Fell Within the Ambit of Section 75 of Companies Act
11
Mgmt Against For Approve Remuneration Policy 12
Voter Rationale: <p>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.</p>
Mgmt Against For Approve Deferred Bonus Plan 13
Voter Rationale: <p>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.</p>
Mgmt For For Approve Issue of Shares in Terms of the Reunert 1985 Share Option Scheme, Reunert 1988 Share Purchase Scheme and the Reunert 2006 Share Option Scheme
14
Mgmt For For Authorise Repurchase of Issued Share Capital 15
Mgmt For For Approve Remuneration of Non-executive Directors
16
Mgmt For For Approve Fees of Non-Executive Directors for Ad Hoc Assignments
17
Mgmt Against For Approve Financial Assistance to Related or Inter-related Company
18
Voter Rationale: <p>Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.</p>
Mgmt For For Authorise Ratification of Approved Resolutions 19
Rhoen-Klinikum AG
Meeting Date: 06/07/2017 Country: Germany
Meeting Type: Annual Ticker: RHK
Primary ISIN: DE0007042301 Primary SEDOL: 4717629
Page 989 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rhoen-Klinikum AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.35 per Share
2
Mgmt For For Approve Discharge of Management Board
Member Martin Siebert for Fiscal 2016
3.1
Mgmt For For Approve Discharge of Management Board
Member Bernd Griewing for Fiscal 2016
3.2
Mgmt For For Approve Discharge of Management Board
Member Martin Menger for Fiscal 2016
3.3
Mgmt For For Approve Discharge of Supervisory Board
Member Eugen Muench for Fiscal 2016
4.1
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Georg Schulze-Ziehaus for Fiscal 2016
4.2
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Wolfgang Muendel for Fiscal 2016
4.3
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Peter Berghoefer for Fiscal 2016
4.4
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Bettina Boettcher for Fiscal 2016
4.5
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Bjoern Borgmann for Fiscal 2016
4.6
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Ludwig Georg Braun for Fiscal 2016
4.7
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Gerhard Ehninger for Fiscal 2016
4.8
Voter Rationale: <p>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.</p>
Page 990 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rhoen-Klinikum AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Supervisory Board
Member Stefan Haertel for Fiscal 2016
4.9
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Klaus Hanschur for Fiscal 2016
4.10
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Stephan Holzinger for Fiscal 2016
4.11
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Meike Jaeger for Fiscal 2016
4.12
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Brigitte Mohn for Fiscal 2016
4.13
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Christine Reissner for Fiscal 2016
4.14
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Evelin Schiebel for Fiscal 2016
4.15
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Katrin Vernau for Fiscal 2016
4.16
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Annette Beller to the Supervisory Board 5
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares
6
Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2017
7
Page 991 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rightmove plc
Meeting Date: 05/09/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RMV
Primary ISIN: GB00B2987V85 Primary SEDOL: B2987V8
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Voter Rationale: Whilst we recognise that the LTIP EPS targets have been lowered for the 2017 award, we still consider these targets to be suitably stretching.
Mgmt For For Approve Remuneration Policy 3
Mgmt For For Approve Final Dividend 4
Mgmt For For Reappoint KPMG LLP as Auditors 5
Voter Rationale: <p>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.</p>
Mgmt For For Authorise Board to Fix Remuneration of Auditors 6
Voter Rationale: <p>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.</p>
Mgmt For For Re-elect Scott Forbes as Director 7
Mgmt For For Re-elect Peter Brooks-Johnson as Director 8
Mgmt For For Re-elect Robyn Perriss as Director 9
Mgmt For For Re-elect Peter Williams as Director 10
Mgmt For For Re-elect Ashley Martin as Director 11
Mgmt For For Re-elect Rakhi Goss-Custard as Director 12
Mgmt For For Elect Jacqueline de Rojas as Director 13
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
15
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
16
Mgmt For For Authorise Market Purchase of Ordinary Shares 17
Mgmt For For Authorise EU Political Donations and
Expenditure
18
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
19
Page 992 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rightmove plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Deferred Share Bonus Plan 20
Mgmt For For Approve Sharesave Plan 21
Rio Tinto Ltd.
Meeting Date: 05/04/2017 Country: Australia
Meeting Type: Annual Ticker: RIO
Primary ISIN: AU000000RIO1 Primary SEDOL: 6220103
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve the Financial Statements and Reports of the Directors and Auditor
Mgmt For For
Mgmt For For Approve Remuneration Policy Report for UK Law Purposes
2
Mgmt For For Approve the Remuneration Report 3
Mgmt For For Approve the Potential Termination of Benefits for Australian Law Purposes
4
Mgmt For For Elect Megan Clark as Director 5
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect David Constable as Director 6
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Jan du Plessis as Director 7
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Ann Godbehere as Director 8
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Simon Henry as Director 9
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Jean-Sebastien Jacques as Director 10
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Sam Laidlaw as Director 11
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Page 993 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rio Tinto Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Michael L'Estrange as Director 12
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Chris Lynch as Director 13
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Paul Tellier as Director 14
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Simon Thompson as Director 15
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect John Varley as Director 16
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Appoint PricewaterhouseCoopers LLP as
Auditors of the Company
17
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Board to Fix Remuneration of the
Auditors
18
Voter Rationale: <p>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.</p>
Mgmt For For Approve Political Donations 19
Mgmt For For Approve the Renewal of Off- Market and On-Market Share Buyback Authorities
20
Rio Tinto plc
Meeting Date: 04/12/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RIO
Primary ISIN: GB0007188757 Primary SEDOL: 0718875
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Resolutions 1 to 19 will be Voted on by Rio Tinto plc and Rio Tinto Limited Shareholders as a Joint Electorate
Mgmt
Mgmt For For Accept Financial Statements and Statutory
Reports
1
Page 994 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rio Tinto plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Report for UK Law
Purposes
2
Mgmt For For Approve Remuneration Report for Australian
Law Purposes
3
Mgmt For For Approve the Potential Termination of Benefits
for Australian Law Purposes
4
Mgmt For For Re-elect Megan Clark as Director 5
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect David Constable as Director 6
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Re-elect Jan du Plessis as Director 7
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Re-elect Ann Godbehere as Director 8
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Simon Henry as Director 9
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Jean-Sebastien Jacques as Director 10
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Elect Sam Laidlaw as Director 11
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Re-elect Michael L'Estrange as Director 12
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Re-elect Chris Lynch as Director 13
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Re-elect Paul Tellier as Director 14
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Re-elect Simon Thompson as Director 15
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Mgmt For For Re-elect John Varley as Director 16
Voter Rationale: A vote FOR the election/re-election of these Directors is warranted as no significant concerns have been identified.
Page 995 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rio Tinto plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors
17
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
18
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise EU Political Donations and Expenditure
19
Mgmt Resolutions 20 to 23 will be Voted on by Rio Tinto plc Shareholders Only
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
20
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
21
Mgmt For For Authorise Market Purchase of Ordinary Shares 22
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
23
Rio Tinto plc
Meeting Date: 06/27/2017 Country: United Kingdom
Meeting Type: Special Ticker: RIO
Primary ISIN: GB0007188757 Primary SEDOL: 0718875
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Disposal of Coal & Allied Industries
Limited to Yancoal Australia Limited
Mgmt For For
Robinsons Retail Holdings, Inc.
Meeting Date: 06/27/2017 Country: Philippines
Meeting Type: Annual Ticker: RRHI
Primary ISIN: PHY7318T1017 Primary SEDOL: BFTCYP4
Page 996 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Robinsons Retail Holdings, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Minutes of the Annual Meeting of the
Stockholders Held on June 9, 2016
Mgmt For For
Mgmt For For Approve Financial Statements for the Preceding
Year
2
Mgmt Elect 9 Directors by Cumulative Voting
Mgmt Against For Elect John L. Gokongwei, Jr. as a Director 3.1
Voter Rationale: <p>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. Furthermore, 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. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, 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.</p>
Mgmt Against For Elect James L. Go as a Director 3.2
Voter Rationale: <p>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. Furthermore, 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. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, 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.</p>
Mgmt Against For Elect Lance Y. Gokongwei as a Director 3.3
Voter Rationale: <p>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. Furthermore, 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. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, 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.</p>
Mgmt Against For Elect Robina Y. Gokongwei-Pe as a Director 3.4
Voter Rationale: <p>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. Furthermore, 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. Moreover, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, 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.</p>
Page 997 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Robinsons Retail Holdings, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Lisa Y. Gokongwei-Cheng as a Director 3.5
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Faith Y. Gokongwei-Lim as a Director 3.6
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Hope Y. Gokongwei-Tang as a Director 3.7
Voter Rationale: <p>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.</p>
Mgmt For For Elect Antonio L. Go as a Director 3.8
Mgmt For For Elect Roberto R. Romulo as a Director 3.9
Mgmt For For Appoint Sycip, Gorres, Velayo & Co. as External Auditor
4
Voter Rationale: <p>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.</p>
Mgmt For For Ratify All Acts of the Board of Directors and its Committees, Officers, and Management Since the Last Annual Meeting
5
Mgmt Against For Approve Other Matters 6
Voter Rationale: <p>Any Other Business should not be a voting item.</p>
Rockwell Automation, Inc.
Meeting Date: 02/07/2017 Country: USA
Meeting Type: Annual Ticker: ROK
Primary ISIN: US7739031091 Primary SEDOL: 2754060
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
A1 Elect Director Steven R. Kalmanson Mgmt For For
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director James P. Keane A2
Voter Rationale: <p>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.</p>
Page 998 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rockwell Automation, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Blake D. Moret A3
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Donald R. Parfet A4
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Thomas W. Rosamilia A5
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Deloitte & Touche LLP as Auditors B
Voter Rationale: <p>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.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
C
Voter Rationale: <p>Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. 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. Additionally, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency D
Rockwell Collins, Inc.
Meeting Date: 02/02/2017 Country: USA
Meeting Type: Annual Ticker: COL
Primary ISIN: US7743411016 Primary SEDOL: 2767228
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Chris A. Davis Mgmt For Withhold
Voter Rationale: <p>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, 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.</p>
Page 999 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rockwell Collins, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Ralph E. Eberhart 1.2
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director David Lilley 1.3
Voter Rationale: <p>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 board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
Rockwell Collins, Inc.
Meeting Date: 03/09/2017 Country: USA
Meeting Type: Special Ticker: COL
Primary ISIN: US7743411016 Primary SEDOL: 2767228
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Issue Shares in Connection with Merger Mgmt For For
Mgmt For For Adjourn Meeting 2
Rockwool International A/S
Meeting Date: 04/05/2017 Country: Denmark
Meeting Type: Annual Ticker: ROCK B
Primary ISIN: DK0010219153 Primary SEDOL: 4713490
Page 1,000 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rockwool International A/S
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Report of Board Mgmt
Mgmt Receive Annual Report and Auditor's Report 2
Mgmt For For Accept Financial Statements and Statutory Reports; Approve Discharge of Management and Board
3
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Remuneration of Directors for
2017/2018
4
Mgmt For For Approve Allocation of Income and Dividends of
DKK 18.80 Per Share
5
Mgmt For For Reelect Carsten Bjerg as Director 6a
Mgmt For For Elect Henrik Brandt as Director 6b
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 Abstain For Reelect Soren Kahler as Director 6c
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Thomas Kahler as Director 6d
Mgmt For For Reelect Andreas Ronken as Director 6e
Mgmt For For Elect Jorgen Tang-Jensen as Director 6f
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 7
Mgmt For For Authorize Share Repurchase Program 8
Mgmt Other Business 9
Rolls-Royce Holdings plc
Meeting Date: 05/04/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RR.
Primary ISIN: GB00B63H8491 Primary SEDOL: B63H849
Page 1,001 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rolls-Royce Holdings plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Policy 2
Mgmt For For Approve Remuneration Report 3
Mgmt For For Elect Stephen Daintith as Director 4
Mgmt For For Re-elect Ian Davis as Director 5
Mgmt For For Re-elect Warren East as Director 6
Mgmt For For Re-elect Lewis Booth as Director 7
Mgmt For For Re-elect Ruth Cairnie as Director 8
Mgmt For For Re-elect Sir Frank Chapman as Director 9
Mgmt For For Re-elect Irene Dorner as Director 10
Mgmt For For Re-elect Lee Hsien Yang as Director 11
Mgmt For For Re-elect Bradley Singer as Director 12
Mgmt For For Re-elect Sir Kevin Smith as Director 13
Mgmt Against For Re-elect Jasmin Staiblin as Director 14
Voter Rationale: <p>Executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.</p>
Mgmt For For Reappoint KPMG LLP as Auditors 15
Voter Rationale: <p>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.</p>
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
16
Voter Rationale: <p>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.</p>
Mgmt For For Approve Payment to Shareholders 17
Mgmt For For Authorise EU Political Donations and Expenditure
18
Mgmt For For Approve Long-Term Incentive Plan 19
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
20
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
21
Mgmt For For Authorise Market Purchase of Ordinary Shares 22
Mgmt For For Adopt New Articles of Association 23
Page 1,002 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Romgaz SA
Meeting Date: 09/07/2017 Country: Romania
Meeting Type: Special Ticker: SNG
Primary ISIN: ROSNGNACNOR3 Primary SEDOL: BFTD6K6
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Special Meeting - Ordinary Business Mgmt
Mgmt Elect Directors by Cumulative Voting
Mgmt Management Proposals
Mgmt For None Elect Stan Bogdan-Nicolae as Director 1.1
Mgmt For None Elect Chirila Alexandru as Director 1.2
Mgmt Against None Elect Gheorghe Gheorghe - Gabriel as Director 1.3
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For None Elect Virgil Marius Metea as Director 1.4
Mgmt Shareholder Proposals
SH For None Elect Jansen Petrus Antonius Maria as Director 1.5
SH For None Elect Buzatu Florin Danut as Director 1.6
SH For None Elect Baciu Sorana-Rodica as Director 1.7
SH Against None Elect Bulimar Laurentiu as Director 1.8
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Against None Elect Ciobanu Romeo Cristian as Director 1.9
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Against None Elect Grigorescu Remus as Director 1.10
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Against None Elect Nistoran Dorin Liviu as Director 1.11
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Against None Elect Cermonea Ioan Daniel as Director 1.12
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
SH Against None Fix Duration of Mandate of Elected Directors 2
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Specifically, in relation to the short duration of the director mandate.
Page 1,003 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Romgaz SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Approve Contract of Mandate for Directors 3
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Details of the contract should be stated.
SH Against None Approve Remuneration of Directors 4
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote. Specifically, the rational behind paying twice the national economy average.
Mgmt Management Proposals
Mgmt For For Extend Term of Interim Directors by up to Two Months
5
Mgmt For For Elect Sorana Baciu as Director 6
Mgmt For For Approve Fixed Remuneration of Directors 7
Mgmt For For Amend Annex to Contract of Mandate for Interim Directors
8
Mgmt For For Approve Contract of Mandate for Director Elected Pursuant to Item 6
9
Mgmt For For Empower Representative of Romanian Ministry of Energy to Sign Annex to Contracts with
Interim Directors
10
Mgmt For For Empower Representative of Romanian Ministry of Energy to Sign Annex to Contracts with
Elected Director Pursuant to Item 2
11
Mgmt For For Approve Meeting's Record Date 12
Mgmt For For Authorize Filing of Required Documents/Other Formalities
13
Romgaz SA
Meeting Date: 09/19/2017 Country: Romania
Meeting Type: Special Ticker: SNG
Primary ISIN: ROSNGNACNOR3 Primary SEDOL: BFTD6K6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Shareholder Proposals Mgmt
SH For None Empower State Representative to Sign Contract of Mandate with Directors Elected at Sept. 7, 2017, EGM
1
Mgmt Management Proposals
Mgmt For For Approve Activity Report for S1 2017 2
Page 1,004 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Romgaz SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Meeting's Record Date 3
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
4
Romgaz SA
Meeting Date: 10/20/2017 Country: Romania
Meeting Type: Special Ticker: SNG
Primary ISIN: ROSNGNACNOR3 Primary SEDOL: BFTD6K6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
SH Against None Approve Distribution of Special Dividend of RON 1.94 per Share from Reserves
1
Voter Rationale: <p>Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p>
SH Against None Approve Dividends' Payment Date 2
Voter Rationale: <p>Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p>
SH Against None Approve Terms of Special Dividend Distribution 3
Voter Rationale: <p>Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p>
Mgmt For For Approve Meeting's Record Date 4
Mgmt For For Approve Meeting's Ex-Date 5
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
6
Romgaz SA
Meeting Date: 11/16/2017 Country: Romania
Meeting Type: Special Ticker: SNG
Primary ISIN: ROSNGNACNOR3 Primary SEDOL: BFTD6K6
Page 1,005 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Romgaz SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Extraordinary Business Mgmt
Mgmt For For Approve Capital Increase of SC AGRI LNG
Project Company
1
Mgmt For For Amend Bylaws of SC AGRI LNG Project
Company
2
Mgmt For For Approved Updated Consolidated Set of Bylaws
of SC AGRI LNG Project Company
3
Mgmt For For Empower Executives to Complete Formalities
Pursuant to Items Above
4
Mgmt For For Approve Meeting's Record Date 5
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
6
Romgaz SA
Meeting Date: 12/20/2017 Country: Romania
Meeting Type: Special Ticker: SNG
Primary ISIN: ROSNGNACNOR3 Primary SEDOL: BFTD6K6
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt Management Proposals
Mgmt For For Approve Activity Report for Q1-Q3 2017 1
Mgmt For For Approve Procurement of Legal Consulting, Assistance, and Representation Services
2
Mgmt For For Empower Board to Coordinate Procurement of Legal Consulting, Assistance, and
Representation Services
3
Mgmt Shareholder Proposal Submitted by the Romanian Ministry of Energy
SH For None Initiate Selection Procedure for Directors in Accordance with GEO 109/2011
4
Mgmt Elect Interim Directors by Cumulative Voting
Mgmt Against None Elect Dorin-Liviu Nistoran as Interim Director 5.1
Mgmt For None Elect Sorana-Rodica Baciu as Interim Director 5.2
Page 1,006 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Romgaz SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Elect Romeo-Cristian Ciobanu as Interim
Director
5.3
Mgmt Against None Elect Remus Grigorescu as Interim Director 5.4
Mgmt Against None Elect Daniel-Ioan Cermonea as Interim Director 5.5
Mgmt Against None Elect Adrian Constantin Volintiru as Interim
Director
5.6
Mgmt Against None Elect Daniel-Florin Anghel as Interim Director 5.7
Mgmt Shareholder Proposals Submitted by the
Romanian Ministry of Energy
SH For None Approve Term of Mandate for Interim Directors 6
SH For None Approve Draft Contract of Mandate with Interim
Directors
7
SH For None Approve Remuneration for Interim Directors 8
SH For None Empower Representative of the Romanian Ministry of Energy to Sign Extended Contracts with Interim Directors
9
Mgmt Management Proposals
Mgmt For For Approve Meeting's Record Date 10
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
11
Rotork plc
Meeting Date: 04/28/2017 Country: United Kingdom
Meeting Type: Annual Ticker: ROR
Primary ISIN: GB00BVFNZH21 Primary SEDOL: BVFNZH2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Re-elect Gary Bullard as Director 3
Mgmt For For Re-elect Jonathan Davis as Director 4
Mgmt For For Re-elect Peter France as Director 5
Mgmt For For Re-elect Sally James as Director 6
Page 1,007 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Rotork plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Martin Lamb as Director 7
Mgmt For For Re-elect Lucinda Bell as Director 8
Mgmt For For Reappoint Deloitte LLP as Auditors 9
Mgmt For For Authorise Board to Fix Remuneration of Auditors 10
Mgmt For For Approve Remuneration Report 11
Voter Rationale: Whilst the significant salary increases are considered to be appropriate in this instance, we urge the company to show restraint in future years and allow the new remuneration policy and salary level to bed-in. We welcome the move for both individuals to invest their increased salary award into shares.
Mgmt For For Approve Remuneration Policy 12
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
13
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
15
Mgmt For For Authorise Market Purchase of Ordinary Shares 16
Mgmt For For Authorise Market Purchase of Preference Shares 17
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
18
Royal Bank of Canada
Meeting Date: 04/06/2017 Country: Canada
Meeting Type: Annual Ticker: RY
Primary ISIN: CA7800871021 Primary SEDOL: 2754383
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Andrew A. Chisholm Mgmt For For
Mgmt For For Elect Director Jacynthe Cote 1.2
Mgmt For For Elect Director Toos N. Daruvala 1.3
Mgmt For For Elect Director David F. Denison 1.4
Mgmt For For Elect Director Richard L. George 1.5
Mgmt For For Elect Director Alice D. Laberge 1.6
Page 1,008 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Royal Bank of Canada Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Michael H. McCain 1.7
Mgmt For For Elect Director David McKay 1.8
Mgmt For For Elect Director Heather Munroe-Blum 1.9
Mgmt For For Elect Director Thomas A. Renyi 1.10
Mgmt For For Elect Director Kathleen Taylor 1.11
Mgmt For For Elect Director Bridget A. van Kralingen 1.12
Mgmt For For Elect Director Thierry Vandal 1.13
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt For For Advisory Vote on Executive Compensation
Approach
3
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt Shareholder Proposals
SH Against Against SP 1: Adopt a Policy of Withdrawal from Tax Havens or Jurisdictions with Low Tax Rates
4
SH For Against SP 2: Approve Annual Disclosure of Lobbying-Related Matters
5
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 SP 3: Approve Simplification and Improvement of the Management Disclosure on Executive
Compensation
6
SH For Against SP 4: Approve Board Size By-Law 7
Voter Rationale: For maximum effectiveness a board should include between 5 and 15 directors.
SH For Against SP 5: Adopt Proxy Access Bylaw 8
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 For Against SP 6: Approve Retirement and Severance Agreements
9
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
SH Against Against SP 7: Approve Placement of Shareholder Proposals in Circular
10
Page 1,009 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Royal Caribbean Cruises Ltd.
Meeting Date: 05/22/2017 Country: Liberia
Meeting Type: Annual Ticker: RCL
Primary ISIN: LR0008862868 Primary SEDOL: 2754907
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director John F. Brock Mgmt For For
Mgmt For For Elect Director Richard D. Fain 1b
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director William L. Kimsey 1c
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Maritza G. Montiel 1d
Mgmt For For Elect Director Ann S. Moore 1e
Mgmt Against For Elect Director Eyal M. Ofer 1f
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director Thomas J. Pritzker 1g
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director William K. Reilly 1h
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Bernt Reitan 1i
Mgmt For For Elect Director Vagn O. Sorensen 1j
Mgmt For For Elect Director Donald Thompson 1k
Mgmt Against For Elect Director Arne Alexander Wilhelmsen 1l
Voter Rationale: <p>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. In addition, former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.</p>
Page 1,010 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Royal Caribbean Cruises Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: <p>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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Pricewaterhouse Coopers LLP as Auditors 4
Voter Rationale: <p>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.</p>
Royal Dutch Shell plc
Meeting Date: 05/23/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RDSA
Primary ISIN: GB00B03MLX29 Primary SEDOL: B03MLX2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Management Proposals Mgmt
Mgmt For For Accept Financial Statements and Statutory
Reports
1
Mgmt For For Approve Remuneration Policy 2
Voter Rationale: Taking a holistic view of the proposed changes under the amended policy we are comfortable to support this resolution. We will continue to review the overall quantum of pay and urge significant restraint going forward. In addition, substantial pay-outs under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards. We welcome the changes to service contracts going forward and amended performance conditions under the long-term plan.
Mgmt For For Approve Remuneration Report 3
Mgmt For For Elect Catherine Hughes as Director 4
Mgmt For For Elect Roberto Setubal as Director 5
Mgmt For For Re-elect Ben van Beurden as Director 6
Mgmt For For Re-elect Guy Elliott as Director 7
Mgmt For For Re-elect Euleen Goh as Director 8
Mgmt For For Re-elect Charles Holliday as Director 9
Mgmt For For Re-elect Gerard Kleisterlee as Director 10
Mgmt For For Re-elect Sir Nigel Sheinwald as Director 11
Mgmt For For Re-elect Linda Stuntz as Director 12
Page 1,011 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Royal Dutch Shell plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Jessica Uhl as Director 13
Mgmt For For Re-elect Hans Wijers as Director 14
Mgmt For For Re-elect Gerrit Zalm as Director 15
Mgmt For For Reappoint Ernst & Young LLP as Auditors 16
Mgmt For For Authorise the Audit Committee to Fix
Remuneration of Auditors
17
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
19
Mgmt For For Authorise Market Purchase of Ordinary Shares 20
Mgmt Shareholder Proposal
SH Abstain Against Request Shell to Set and Publish Targets for
Reducing Greenhouse Gas (GHG) Emissions
21
Voter Rationale: We abstained on this resolution. We support the specific asks for setting science-based operational carbon emissions targets (Scope 1+2). We recognise the company has introduced a greenhouse gas reduction target in its remuneration scorecard this year and ask the company to expand the scope of these targets and set them as a public group wide emissions reduction objectives. Regarding scope 3 emissions targets (associated with the use of oil and gas products) we believe that in light of current insufficient policy implementation directing energy demand onto a 2 degree pathway, setting unilateral targets in this area would potentially put the company at a competitive disadvantage. However, we do urge the company to provide greater clarity on how an assessment of Scope 3 emissions ensures that its business strategy is sufficiently resilient and flexible to adjust to lower carbon energy pathways.
Royal Mail plc
Meeting Date: 07/20/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RMG
Primary ISIN: GB00BDVZYZ77 Primary SEDOL: BDVZYZ7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Voter Rationale: <p>Substantial payouts under incentive schemes should only be available for superior performance. Reaching threshold targets may warrant vesting of only a small proportion of incentive awards.</p>
Mgmt For For Approve Final Dividend 3
Mgmt For For Elect Rita Griffin as Director 4
Page 1,012 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Royal Mail plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Peter Long as Director 5
Voter Rationale: <p>Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.</p>
Mgmt For For Re-elect Moya Greene as Director 6
Mgmt For For Re-elect Cath Keers as Director 7
Mgmt For For Re-elect Paul Murray as Director 8
Mgmt For For Re-elect Orna Ni-Chionna as Director 9
Mgmt For For Re-elect Les Owen as Director 10
Mgmt For For Reappoint KPMG LLP as Auditors 11
Mgmt For For Authorise the Audit and Risk Committee to Fix Remuneration of Auditors
12
Mgmt For For Authorise EU Political Donations and Expenditure
13
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
15
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
16
Mgmt For For Authorise Market Purchase of Ordinary Shares 17
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
18
Royal Unibrew A/S
Meeting Date: 04/27/2017 Country: Denmark
Meeting Type: Annual Ticker: RBREW
Primary ISIN: DK0060634707 Primary SEDOL: BX8ZX20
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 Discharge of Management and Board 3
Mgmt For For Approve Allocation of Income and Dividends of
DKK 8.15 Per Share
4
Page 1,013 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Royal Unibrew A/S Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration of Directors in the Amount of DKK 750,000 for Chairman, DKK 525,000 for Vice Chairman and DKK 300,000 for Other Directors
5
Mgmt For For Approve DKK 2.8 Million Reduction in Share
Capital via Share Cancellation
6a
Mgmt For For Authorize Share Repurchase Program 6b
Mgmt For For Reelect Kare Schultz as Director 7a
Mgmt For For Reelect Walther Thygesen as Director 7b
Mgmt For For Reelect Ingrid Blank as Director 7c
Mgmt For For Reelect Jens Olsen as Director 7d
Mgmt For For Reelect Karsten Slotte as Director 7e
Mgmt For For Reelect Jais Valeur as Director 7f
Mgmt For For Reelect Hemming Van as Director 7g
Mgmt For For Ratify Ernst & Young as Auditors 8
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Other Business 9
RPC Group Plc
Meeting Date: 07/19/2017 Country: United Kingdom
Meeting Type: Annual Ticker: RPC
Primary ISIN: GB0007197378 Primary SEDOL: 0719737
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt Against For Approve Remuneration Report 2
Voter Rationale: An ABSTAIN on this item is warranted.* For the purposes of the EPS targets within the LTIP, the Remuneration Committee continues to apply an approach whereby Executive Directors benefit from the uplift in earnings delivered through recent acquisitions, but are not exposed to the drag of related transaction and integration costs, which are treated as exceptional items.* An abstention signals the concern with this approach in principle, but also recognises that there was no practical impact during the period in review, as awards would have vested at the same level even if acquisition costs were included.A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognise abstention as a valid option.
Mgmt For For Approve Final Dividend 3
Page 1,014 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
RPC Group Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Jamie Pike as Director 4
Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.
Mgmt For For Re-elect Pim Vervaat as Director 5
Mgmt For For Re-elect Dr Lynn Drummond as Director 6
Voter Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Mgmt For For Re-elect Simon Kesterton as Director 7
Mgmt For For Re-elect Martin Towers as Director 8
Mgmt For For Re-elect Dr Godwin Wong as Director 9
Mgmt For For Elect Ros Rivaz as Director 10
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors
11
Mgmt For For Authorise Board to Fix Remuneration of Auditors 12
Mgmt For For Approve Increase in the Maximum Aggregate
Directors' Fees
13
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
15
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
16
Mgmt For For Authorise Market Purchase of Ordinary Shares 17
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
18
RTL Group S.A.
Meeting Date: 04/19/2017 Country: Luxembourg
Meeting Type: Annual Ticker: 006146252
Primary ISIN: LU0061462528 Primary SEDOL: 4061490
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Receive Board's and Auditor's Reports 1
Page 1,015 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
RTL Group S.A. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Financial Statements 2.1
Mgmt For For Approve Consolidated Financial Statements 2.2
Mgmt For For Approve Allocation of Income and Dividends 3
Mgmt For For Approve Discharge of Directors 4.1
Mgmt For For Approve Discharge of Auditors 4.2
Mgmt For For Approve Resignations of Anke Schäferkordt and
Jacques Santer as Directors
5.1
Mgmt For For Elect Bert Habets as Executive Director 5.2
Mgmt Against For Elect Jean-Louis Schiltz as Non-Executive
Director
5.3
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Renew Appointment of PricewaterhouseCoopers as Auditor
5.4
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.
Mgmt Transact Other Business (Non-Voting) 6
RTL Group S.A.
Meeting Date: 04/19/2017 Country: Luxembourg
Meeting Type: Special Ticker: 006146252
Primary ISIN: LU0061462528 Primary SEDOL: 4061490
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Special Meeting Agenda Mgmt
Mgmt For For Approve Various Amendments to the Company's
Articles Re: Legislative Updates
1
Rubis
Meeting Date: 06/08/2017 Country: France
Meeting Type: Annual/Special Ticker: RUI
Primary ISIN: FR0000121253 Primary SEDOL: 4713100
Page 1,016 of 1,384
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Rubis
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.68 per Share
3
Mgmt For For Approve Stock Dividend Program (Cash or New
Shares)
4
Mgmt Against For Reelect Olivier Heckenroth as Supervisory Board
Member
5
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt Against For Reelect Christian Moretti as Supervisory Board
Member
6
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Alexandre Piciotto as Supervisory Board Member
7
Mgmt For For Non-Binding Vote on Compensation of Gilles Gobin, General Manager
8
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Non-Binding Vote on Compensation of Jacques Riou, General Manager
9
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Non-Binding Vote on Compensation of Olivier Heckenroth, Chairman of the Supervisory Board
10
Mgmt For For Authorize Repurchase of Up to 0.5 Percent of Issued Share Capital
11
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
12
Mgmt Extraordinary Business
Mgmt For For Approve 2-for-1 Stock Split 13
Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests under Items 15-16,
18-19 and 21 at EUR 35 Million
14
Page 1,017 of 1,384
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Rubis Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 26.5 Million
15
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
16
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 15 Million for Bonus Issue or Increase in Par Value
17
Mgmt For For Authorize Capital Increase of Up to EUR 5.5
Million for Contributions in Kind
18
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 5.5 Million
19
Mgmt For For Authorize up to 0.3 Percent of Issued Capital for
Use in Preference Share Plans
20
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans
21
Mgmt For For Amend Articles to Reflect Changes in Capital 22
Mgmt For For Amend Article 9 of Bylaws Re: Contribution of
General Partner
23
Mgmt For For Amend Article 19 of Bylaws Re: Approval of
General Partner
24
Mgmt Against For Amend Article 32 of Bylaws Re: Related- Party
Transactions
25
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Mgmt For For Amend Article 34 of Bylaws Re: General
Meetings
26
Mgmt For For Amend Article 36 of Bylaws Re: Agenda 27
Mgmt Against For Amend Article 41 of Bylaws Re: Effect of
Deliberations
28
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Mgmt For For Authorize Filing of Required Documents/Other Formalities
29
RWE AG
Meeting Date: 04/27/2017 Country: Germany
Meeting Type: Annual Ticker: RWE
Primary ISIN: DE0007037129 Primary SEDOL: 4768962
Page 1,018 of 1,384
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RWE AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.13 per Preferred Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt Against For Approve Remuneration System for Management
Board Members
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 suffciently long period of time. Furthermore, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2017
6
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Half-Year and Quarterly Reports
2017
7
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Elect Monika Kircher to the Supervisory Board 8.1
Mgmt For For Elect Ute Gerbaulet to the Supervisory Board 8.2
Mgmt For For Approve Affiliation Agreement with Subsidiary RWE Downstream Beteiligungs GmbH
9
Ryanair Holdings plc
Meeting Date: 09/21/2017 Country: Ireland
Meeting Type: Annual Ticker: RY4C
Primary ISIN: IE00BYTBXV33 Primary SEDOL: BYTBXV3
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Page 1,019 of 1,384
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Ryanair Holdings plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Report 2
Voter Rationale: Equity incentives 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 suffciently long period of time.
Mgmt Against For Re-elect David Bonderman as Director 3a
Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, 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 Abstain For Re-elect Michael Cawley as Director 3b
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Abstain For Re-elect Charlie McCreevy as Director 3c
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. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Abstain For Re-elect Declan McKeon as Director 3d
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. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Abstain For Re-elect Kyran McLaughlin as Director 3e
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Re-elect Howard Millar as Director 3f
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. Moreover, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Abstain For Re-elect Dick Milliken as Director 3g
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Re-elect Michael O'Brien as Director 3h
Mgmt For For Re-elect Michael O'Leary as Director 3i
Mgmt Abstain For Re-elect Julie O'Neill as Director 3j
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. Moreover. the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Abstain For Re-elect James Osborne as Director 3k
Voter Rationale: Due to the passing of this nominee (announced on August 22, 2017), this proposal warrants an abstention.
Page 1,020 of 1,384
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Ryanair Holdings plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Abstain For Re-elect Louise Phelan as Director 3l
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. Moreover, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Stan McCarthy as Director 3m
Mgmt For For Authorise Board to Fix Remuneration of Auditors 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. In addition, 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 Against For Authorise Issue of Equity with Pre-emptive Rights
5
Voter Rationale: This resolution seeks an exceptionally long authorisation period. If the company has an additional need for capital, it should come back to shareholders explaining the specific need.
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
6
Mgmt For For Authorise Market Purchase of Ordinary Shares 7
S&P Global Inc.
Meeting Date: 04/26/2017 Country: USA
Meeting Type: Annual Ticker: SPGI
Primary ISIN: US78409V1044 Primary SEDOL: BYV2325
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Marco Alvera Mgmt For For
Mgmt For For Elect Director William D. Green 1.2
Mgmt For For Elect Director Charles E. Haldeman, Jr. 1.3
Mgmt For For Elect Director Stephanie C. Hill 1.4
Mgmt For For Elect Director Rebecca Jacoby 1.5
Mgmt For For Elect Director Monique F. Leroux 1.6
Mgmt For For Elect Director Maria R. Morris 1.7
Mgmt For For Elect Director Douglas L. Peterson 1.8
Mgmt For For Elect Director Michael Rake 1.9
Page 1,021 of 1,384
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S&P Global Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Edward B. Rust, Jr. 1.10
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt Against For Elect Director Kurt L. Schmoke 1.11
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Richard E. Thornburgh 1.12
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Ernst & Young LLP as Auditors 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.
S&T Motiv Co., Ltd.
Meeting Date: 02/28/2017 Country: South Korea
Meeting Type: Annual Ticker: A064960
Primary ISIN: KR7064960008 Primary SEDOL: 6515434
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Financial Statements and Allocation of Income
Mgmt For For
Mgmt Against For Elect Kim Doh-hwan as Inside Director 2
Voter Rationale: <p>The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Approve Total Remuneration of Inside Directors and Outside Directors
3
Mgmt For For Authorize Board to Fix Remuneration of Internal Auditors
4
Page 1,022 of 1,384
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Saf-Holland S.A.
Meeting Date: 04/27/2017 Country: Luxembourg
Meeting Type: Annual Ticker: SFQ
Primary ISIN: LU0307018795 Primary SEDOL: B2352K9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Receive and Approve Board's Report 1
Mgmt For For Receive and Approve Auditor's Reports 2
Mgmt For For Approve Financial Statements 3
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
4
Mgmt For For Approve Allocation of Income and Dividends 5
Mgmt For For Approve Discharge of Directors 6
Mgmt For For Approve Discharge of Auditors 7
Mgmt For For Elect D. Borghardt as Director 8
Mgmt Against For Elect J. Gisinger as Director 9
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect C. Reinhardt as Director 10
Mgmt For For Acknowledgment of the Resignation of B. Schneider and S. Martin as Members of the Board of Directors
11
Mgmt For For Renew Appointment of PricewaterhouseCoopers
as Auditor
12
Saf-Holland S.A.
Meeting Date: 04/27/2017 Country: Luxembourg
Meeting Type: Special Ticker: SFQ
Primary ISIN: LU0307018795 Primary SEDOL: B2352K9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Special Meeting Agenda Mgmt
Page 1,023 of 1,384
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Saf-Holland S.A. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approval Renewal of Authorized Capital With or
Without Preemptive Rights
1
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Conditional Renewal of Authorized Capital in case Item 1 is Not Approved
2
Mgmt For For Approve Share Repurchase up to 10 Percent of Issued Share Capital
3
Mgmt Against For Amend Article 7.1 Re: Dismissal of Board Members
4
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Safran
Meeting Date: 06/15/2017 Country: France
Meeting Type: Annual/Special Ticker: SAF
Primary ISIN: FR0000073272 Primary SEDOL: B058TZ6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.52 per Share
3
Mgmt Against For Approve Additional Pension Scheme Agreement with Ross McInnes, Chairman of the Board
4
Voter Rationale: Retirement benefits should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Approve Additional Pension Scheme Agreement with Philippe Petitcolin, CEO
5
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Approve Auditors' Special Report on
Related-Party Transactions
6
Mgmt For For Reelect Odile Desforges as Director 7
Mgmt For For Elect Helene Auriol Potier as Director 8
Mgmt For For Elect Patrick Pelata as Director 9
Page 1,024 of 1,384
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Safran Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Sophie Zurquiyah as Director 10
Mgmt For For Non-Binding Vote on Compensation of Ross
McInnes, Chairman of the Board
11
Mgmt For For Non-Binding Vote on Compensation of Philippe
Petitcolin, CEO
12
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration Policy of Chairman of the Board
13
Mgmt For For Approve Remuneration Policy of CEO 14
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
15
Mgmt Extraordinary Business
Mgmt For For Amend Article 25 of Bylaws Re: Age Limit of CEO and Vice-CEO
16
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 20 Million
17
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 8 Million
18
Mgmt For For Authorize Capital Increase of Up to EUR 8 Million for Future Exchange Offers
19
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to
Aggregate Nominal Amount of EUR 8 Million
20
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 17 to 20
21
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 12.5 Million for Bonus Issue or Increase in
Par Value
22
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 8 Million, Including in the Event of a Public Tender Offer
or Share Exchange Offer
23
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 8 Million, Including in the Event of a Public Tender Offer
or Share Exchange Offer
24
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Page 1,025 of 1,384
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Safran Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Capital Increase of Up to EUR 8 Million for Future Exchange Offers, Including in the Event of a Public Tender Offer or Share Exchange Offer
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.
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 8 Million, Including in the Event of a Public Tender Offer or Share Exchange Offer
26
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 23 to 26, Including in the Event of a Public Tender
Offer or Share Exchange Offer
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.
Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 8 Million for Bonus Issue or Increase in Par Value, Including in the Event of a Public Tender Offer or Share Exchange Offer
28
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans
29
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares
30
Mgmt For For Authorize up to 0.4 Percent of Issued Capital for
Use in Restricted Stock Plans
31
Mgmt For For Authorize New Class of Preferred Stock (Actions
de Preference A) and Amend Bylaws Accordingly
32
Mgmt For For Authorize Issuance of Preferred Stock Up to
EUR 8 Million for Future Exchange Offers
33
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
34
Mgmt Shareholder Proposals Submitted by FCPE
Safran Investissement
SH Against Against Authorize Up to 0.6 percent of Issued Capital for Use in Restricted Stock Plans Reserved for All Employees
A
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SalMar ASA
Meeting Date: 06/06/2017 Country: Norway
Meeting Type: Annual Ticker: SALM
Primary ISIN: NO0010310956 Primary SEDOL: B1W5NW2
Did Not Vote Due to Ballot Shareblocking
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting; Designate
Inspector(s) of Minutes of Meeting
Mgmt For Do Not Vote
Mgmt Do Not Vote For Approve Notice of Meeting and Agenda 2
Mgmt Receive Presentation of the Business 3
Mgmt Do Not Vote For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 12 Per Share
4
Mgmt Do Not Vote For Approve Remuneration of Directors in the Amount of NOK 400,000 for Chairman, and NOK 215,000 for Other Directors, and NOK 107,500 for Employee Representatives; Approve Remuneration for Committee Work; Approve Remuneration for Nominating Committee
5
Mgmt Do Not Vote For Approve Remuneration of Auditors 6
Mgmt Do Not Vote For Approve Company's Corporate Governance Statement
7
Mgmt Do Not Vote For Approve Share-Based Incentive Plan 8
Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Advisory)
9
Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Binding)
10
Mgmt Do Not Vote For Elect Atle Eide as Director 11a
Mgmt Do Not Vote For Elect Helge Moen as Director 11b
Mgmt Do Not Vote For Elect Therese Log Bergjord as Director 11c
Mgmt Do Not Vote For Elect Margrethe Hauge as Director 11d
Mgmt Do Not Vote For Elect Bjørn Wiggen as Member of Nominating Committee
12a
Mgmt Do Not Vote For Elect Anne Kathrine Slungård as Member of Nominating Committee
12b
Page 1,027 of 1,384
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SalMar ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Approve Creation of NOK 2.8 Million Pool of
Capital without Preemptive Rights
13
Mgmt Do Not Vote For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares
14
Mgmt Do Not Vote For Approve Issuance of Convertible Loans without Preemptive Rights up to Aggregate Nominal Amount of NOK 2 Billion; Approve Creation of NOK 2.8 Million Pool of Capital to Guarantee
Conversion Rights
15
Salzgitter AG
Meeting Date: 06/01/2017 Country: Germany
Meeting Type: Annual Ticker: SZG
Primary ISIN: DE0006202005 Primary SEDOL: 5465358
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.30 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016
4
Voter Rationale: <p>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.</p>
Mgmt For For Ratify PricewaterhouseCoopers GmbH as
Auditors for Fiscal 2017
5
Voter Rationale: <p>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.</p>
Mgmt Against For Approve Creation of EUR 80.8 Million Pool of Capital with Partial Exclusion of Preemptive Rights
6
Voter Rationale: <p>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.</p>
Page 1,028 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Salzgitter AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 69.9 Million Pool of Capital to Guarantee Conversion Rights
7
Voter Rationale: <p>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.</p>
Mgmt For For Amend Articles Re: Location of Annual General Meeting
8
Sampo Oyj
Meeting Date: 04/27/2017 Country: Finland
Meeting Type: Annual Ticker: SAMPO
Primary ISIN: FI0009003305 Primary SEDOL: 5226038
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt Call the Meeting to Order 2
Mgmt For For Designate Inspector or Shareholder
Representative(s) of Minutes of Meeting
3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive Auditor's Report
6
Mgmt For For Accept Financial Statements and Statutory
Reports
7
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.30 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Approve Remuneration of Directors in the Amount of EUR 175,000 for Chairman, EUR115,000 for Vice Chairman, EUR 90,000 for Other Directors; Approve Remuneration for Committee Work
10
Mgmt For For Fix Number of Directors at Eight 11
Page 1,029 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sampo Oyj Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Christian Clausen, Jannica Fagerholm, Adine Grate Axén, Veli-Matti Mattila, Risto Murto, Eira Palin-Lehtinen, Per Arthur Sørlie and Björn Wahlroos as Directors
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Approve Remuneration of Auditors 13
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Ratify Ernst & Young as Auditors 14
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve that the Rights Attached to Certain Shares Entered in the Company's Joint Book-Entry Account be Forfeited
15
Mgmt For For Authorize Share Repurchase Program 16
Mgmt Close Meeting 17
Samsung Electronics Co. Ltd.
Meeting Date: 03/24/2017 Country: South Korea
Meeting Type: Annual Ticker: A005930
Primary ISIN: KR7005930003 Primary SEDOL: 6771720
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Financial Statements and Allocation of
Income Mgmt For For
Mgmt For For Approve Total Remuneration of Inside Directors
and Outside Directors
2
Samsung Electronics Co. Ltd.
Meeting Date: 03/24/2017 Country: South Korea
Meeting Type: Annual Ticker: A005930
Primary ISIN: KR7005930003 Primary SEDOL: 6771720
Page 1,030 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Samsung Electronics Co. Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for GDR Holders Mgmt
Mgmt For For Approve Financial Statements and Allocation of
Income
1
Mgmt For For Approve Total Remuneration of Inside Directors
and Outside Directors
2
Sanderson Farms, Inc.
Meeting Date: 02/09/2017 Country: USA
Meeting Type: Annual Ticker: SAFM
Primary ISIN: US8000131040 Primary SEDOL: 2774336
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Lampkin Butts 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 Withhold For Elect Director Beverly Hogan 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, 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 Withhold For Elect Director Phil K. Livingston 1.3
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, 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 holds in particular for the lead director who in this case, we do not consider independent given his long tenure.
Mgmt For For Elect Director Joe F. Sanderson, Jr. 1.4
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. Furthermore, 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 1,031 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sanderson Farms, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: We support the proposal with caution. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
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.
SH For Against Adopt a Policy to Phase Out Use of Medically Important Antibiotics For Growth Promotion and
Disease Prevention
4
Voter Rationale: We support this proposal on the basis that the company's current disclosures in this area merit improving. Stronger policies on antibiotics use would address risks related to changing consumer preferences, reputational damage, and potential future regulation.
Sandvik AB
Meeting Date: 04/27/2017 Country: Sweden
Meeting Type: Annual Ticker: SAND
Primary ISIN: SE0000667891 Primary SEDOL: B1VQ252
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Approve Agenda of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory
Reports
7
Mgmt Receive President's Report 8
Mgmt For For Accept Financial Statements and Statutory
Reports
9
Mgmt For For Approve Discharge of Board and President 10
Mgmt For For Approve Allocation of Income and Dividends of
SEK 2.75 Per Share
11
Page 1,032 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sandvik AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Determine Number of Directors (8) and Deputy Directors (0) of Board; Determine Number of Auditors (1) and Deputy Auditors
12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.2 Million for the Chairman and SEK 630,000 for Other Directors; Approve Remuneration for Committee Work; Approve
Remuneration for Auditor
13
Mgmt For For Elect Marika Fredriksson as New Director 14a
Mgmt For For Reelect Jennifer Allerton as Director 14b
Mgmt For For Reelect Claes Boustedt as Director 14c
Mgmt For For Reelect Johan Karlstrom as Director 14d
Mgmt For For Reelect Johan Molin as Director 14e
Mgmt For For Reelect Bjorn Rosengren as Director 14f
Mgmt Against For Reelect Helena Stjernholm as Director 14g
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Reelect Lars Westerberg as Director 14h
Mgmt For For Reelect Johan Molin as Chairman of the Board 15
Mgmt For For Ratify KPMG as Auditors 16
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
17
Voter Rationale: Incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation. The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Share Matching Plan (LTI 2017) 18
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Close Meeting 19
Sanofi
Meeting Date: 05/10/2017 Country: France
Meeting Type: Annual/Special Ticker: SAN
Primary ISIN: FR0000120578 Primary SEDOL: 5671735
Page 1,033 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sanofi
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.96 per Share
3
Mgmt Against For Approve Auditors' Special Report on New
Related-Party Transactions
4
Voter Rationale: The proposed pension scheme is in addition to the benefits retiring executives will receive as part of a severance package and/or a non-compete agreement.
Mgmt For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 1.750 Million
5
Mgmt For For Reelect Fabienne Lecorvaisier as Director 6
Mgmt For For Elect Bernard Charles as Director 7
Mgmt For For Elect Melanie Lee as Director 8
Mgmt For For Approve Remuneration Policy for Chairman of
the Board
9
Mgmt For For Approve Remuneration Policy for CEO 10
Mgmt For For Non-Binding Vote on Compensation of Serge
Weinberg, Chairman of the Board
11
Mgmt For For Non-Binding Vote on Compensation of Olivier
Brandicourt, CEO
12
Mgmt For For Renew Appointment of PricewaterhouseCoopers
Audit as Auditor
13
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
14
Mgmt Extraordinary Business
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 1.289 Billion
15
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 240 Million
16
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to
Aggregate Nominal Amount of EUR 240 Million
17
Page 1,034 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sanofi Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Issuance of Debt Securities Giving Access to New Shares of Subsidiaries and/or Existing Shares and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion
18
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
19
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind
20
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value
21
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans
22
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares
23
Mgmt For For Amend Article 11 of Bylaws Re: Board of
Directors
24
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
25
SAP SE
Meeting Date: 05/10/2017 Country: Germany
Meeting Type: Annual Ticker: SAP
Primary ISIN: DE0007164600 Primary SEDOL: 4846288
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.25 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
3
Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2016
4
Voter Rationale: We voted against the discharge of the supervisory board in light of its failure to react to last year's significant shareholder dissent to the newly proposed compensation system. Furthermore, 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 1,035 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
SAP SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 5
Voter Rationale: <p>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.</p>
Saras SPA
Meeting Date: 04/20/2017 Country: Italy
Meeting Type: Annual/Special Ticker: SRS
Primary ISIN: IT0000433307 Primary SEDOL: B04F679
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory
Reports, and Allocation of Income
1
Mgmt Against For Elect Director or Reduce Board Size 2
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt For For Approve Remuneration Policy 3
Mgmt Against For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares
4
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company. Furthermore, shares should not be repurchased at a premium/discount to the market price of more than 10%.
Mgmt Extraordinary Business
Mgmt For For Amend Company Bylaws Re: Article 18 (Board
Size and Directors' Term)
1
Sartorius Stedim Biotech
Meeting Date: 04/04/2017 Country: France
Meeting Type: Annual Ticker: DIM
Primary ISIN: FR0013154002 Primary SEDOL: BYZ2QP5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Page 1,036 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sartorius Stedim Biotech Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Financial Statements and Discharge
Directors
1
Voter Rationale: The company failed to put its executive compensation policy to shareholders' advisory vote without providing an adequate explanation. This does not reflect the market best practice as recommended by AFEP-MEDEF Code.
Mgmt Against For Approve Consolidated Financial Statements and Statutory Reports
2
Voter Rationale: The company failed to put its executive compensation policy to shareholders' advisory vote without providing an adequate explanation. This does not reflect the market best practice as recommended by AFEP-MEDEF Code.
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.42 per Share
3
Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions
4
Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.
Mgmt Against For Approve Termination Package of Joachim
Kreuzburg, Chairman and CEO
5
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. Furthermore, the proposed pension scheme is in addition to the benefits retiring executives will receive as part of a severance package and/or a non-compete agreement. Finally, the proposed non-compete agreement is in addition to the benefits retiring executives will receive as part of a severance package and/or the additional pension scheme.
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 284,400
6
Mgmt Against For Non-Binding Vote on Compensation of Joachim Kreuzburg, Chairman and CEO
7
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, if granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.
Mgmt Against For Non-Binding Vote on Compensation of Volker Niebel, Vice CEO
8
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Non-Binding Vote on Compensation of Oscar-Werner Reif, Vice CEO
9
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Non-Binding Vote on Compensation of Reinhard
Vogt, Vice CEO
10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
11
Page 1,037 of 1,384
Metzler All Votes Report
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Savills plc
Meeting Date: 05/09/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SVS
Primary ISIN: GB00B135BJ46 Primary SEDOL: B135BJ4
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Policy 2
Mgmt For For Approve Remuneration Report 3
Mgmt For For Approve Final Dividend 4
Mgmt For For Re-elect Nicholas Ferguson as Director 5
Mgmt For For Re-elect Jeremy Helsby as Director 6
Mgmt For For Re-elect Tim Freshwater as Director 7
Mgmt For For Re-elect Liz Hewitt as Director 8
Mgmt For For Re-elect Charles McVeigh as Director 9
Mgmt For For Re-elect Rupert Robson as Director 10
Mgmt For For Re-elect Simon Shaw as Director 11
Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors
12
Voter Rationale: <p>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.</p>
Mgmt For For Authorise Board to Fix Remuneration of Auditors 13
Voter Rationale: <p>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.</p>
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
15
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
16
Mgmt For For Authorise Market Purchase of Ordinary Shares 17
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
18
Page 1,038 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
SBM Offshore NV
Meeting Date: 04/13/2017 Country: Netherlands
Meeting Type: Annual Ticker: SBMO
Primary ISIN: NL0000360618 Primary SEDOL: B156T57
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board (Non-Voting)
2
Mgmt Receive Report of Supervisory Board (Non-Voting)
3
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board
Members
4
Mgmt Receive Information by PricewaterhouseCoopers 5.1
Mgmt For For Adopt Financial Statements and Statutory Reports
5.2
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Dividends of USD 0.23 Per Share 5.3
Mgmt Receive Explanation on Dividend Policy
Amendment
5.4
Mgmt For For Approve Discharge of Management Board 6.1
Mgmt For For Approve Discharge of Supervisory Board 6.2
Mgmt Discussion on Company's Corporate Governance
Structure
7
Mgmt Against For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger
8.1
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Restrict or Exclude Preemptive Rights from Share Issuances
8.2
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
9.1
Mgmt For For Approve Cancellation of Repurchased Shares 9.2
Mgmt Allow Questions 10
Mgmt Close Meeting 11
Page 1,039 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
SC Fondul Proprietatea SA
Meeting Date: 02/28/2017 Country: Romania
Meeting Type: Special Ticker: FP
Primary ISIN: ROFPTAACNOR5 Primary SEDOL: B62BHV2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Extraordinary Business Mgmt
Mgmt For For Approve Reduction in Share Capital Through Decrease in Par Value from EUR 0.57 to EUR
0.52 per Share; Amend Bylaws Accordingly
1
Mgmt For For Approve Resolutions Taken by EGMs between Sept. 6, 2010, and Feb. 27, 2017, and Approve
Implementation Acts, Facts, and Operations
2
Mgmt For For Approve Record Date, Ex-Date, and Payment Date
3
Mgmt For For Authorize Filing of Required Documents/Other Formalities
4
SC Fondul Proprietatea SA
Meeting Date: 04/25/2017 Country: Romania
Meeting Type: Annual Ticker: FP
Primary ISIN: ROFPTAACNOR5 Primary SEDOL: B62BHV2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt Receive Board of Nominees' Report 1
Mgmt For For Approve Financial Statements and Statutory
Reports, and Discharge Sole Fund Manager
2
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 3
Mgmt For For Approve Record Date and Ex-Date 4
Mgmt For For Authorize Filing of Required Documents/Other Formalities
5
Page 1,040 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
SC Fondul Proprietatea SA
Meeting Date: 05/03/2017 Country: Romania
Meeting Type: Special Ticker: FP
Primary ISIN: ROFPTAACNOR5 Primary SEDOL: B62BHV2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Extraordinary Business Mgmt
Mgmt For For Approve Reduction in Capital Via Cancellation of Shares
1
Mgmt For For Approve Record Date and Ex-Date 2
Mgmt For For Authorize Filing of Required Documents/Other Formalities
3
SCANA Corporation
Meeting Date: 04/27/2017 Country: USA
Meeting Type: Annual Ticker: SCG
Primary ISIN: US80589M1027 Primary SEDOL: 2545844
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director John F.A.V. Cecil Mgmt For For
Mgmt Withhold For Elect Director D. Maybank Hagood 1.2
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Alfredo Trujillo 1.3
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: <p>Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
Mgmt For For Declassify the Board of Directors 5
Voter Rationale: <p>The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.</p>
Page 1,041 of 1,384
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Scandi Standard AB
Meeting Date: 04/25/2017 Country: Sweden
Meeting Type: Annual Ticker: SCST
Primary ISIN: SE0005999760 Primary SEDOL: BNJZRJ4
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt Receive Financial Statements and Statutory Reports
6
Mgmt For For Accept Financial Statements and Statutory Reports
7a
Mgmt For For Approve Allocation of Income and Dividends of SEK 1.35 Per Share
7b
Mgmt For For Approve Discharge of Board and President 7
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee
8
Mgmt For For Amend Articles Re: Number of Board Members 9a
Mgmt For For Amend Articles of Association Re: Routine 9b
Mgmt For For Determine Number of Members (9) and Deputy Members(0) of Board
10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 550,000 for the Chair and SEK 275,000 to Other Directors; Approve Remuneration for Committee Work
11
Mgmt For For Reelect Per Harkjaer as Director 12a
Mgmt Against For Reelect Ulf Gundemark as Director 12b
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Samir Kamal as Director 12c
Mgmt For For Reelect Michael Parker as Director 12d
Page 1,042 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Scandi Standard AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Harald Pousette as Director 12e
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Asbjorn Reinkind as Director 12f
Mgmt For For Reelect Karsten Slotte as Director 12g
Mgmt For For Reelect Helene Vibbleus as Director 12h
Mgmt For For Elect Oystein Engebretsen as New Director 12i
Mgmt For For Reelect Per Harkjaer as Board Chairman 12j
Mgmt For For Determine Number of Auditors(1) and Deputy Auditors(0)
13
Mgmt For For Approve Remuneration of Auditors 14
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 15
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
16
Mgmt Against For Approve Performance Based Long Term Incentive Program 2017 (LTIP 2017)
17
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Against For Approve Acquisition of Shares in Connection with LTIP 2017
17b
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Against For Approve Transfer of up to 251,386 Shares to Participants of the LTIP 2016
17c
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Close Meeting 18
Scandi Standard AB
Meeting Date: 08/15/2017 Country: Sweden
Meeting Type: Special Ticker: SCST
Primary ISIN: SE0005999760 Primary SEDOL: BNJZRJ4
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Chairman of Meeting Mgmt For For
Page 1,043 of 1,384
Metzler All Votes Report
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Scandi Standard AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt For For Approve Issuance of 6 Million Shares in
Connection with Acquisition of Manor Farm
6
Mgmt Close Meeting 7
Schibsted ASA
Meeting Date: 05/12/2017 Country: Norway
Meeting Type: Annual Ticker: SCHA
Primary ISIN: NO0003028904 Primary SEDOL: 4790534
Did Not Vote Due to Ballot Shareblocking
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting; Designate
Inspector(s) of Minutes of Meeting Mgmt For Do Not Vote
Mgmt Do Not Vote For Approve Notice of Meeting and Agenda 2
Mgmt Do Not Vote For Designate Inspector(s) of Minutes of Meeting 3
Mgmt Do Not Vote For Accept Financial Statements and Statutory
Reports; Approve Corporate Governance Report
4
Mgmt Do Not Vote For Approve Allocation of Income and Dividends of
NOK 1.75 Per Share
5
Mgmt Do Not Vote For Approve Remuneration of Auditors 6
Mgmt Do Not Vote For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares
7
Mgmt Receive Report from Nominating Committee 8
Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Advisory)
9a
Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Binding)
9b
Page 1,044 of 1,384
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Schibsted ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Elect Ole Sunde as Director 10a
Mgmt Do Not Vote For Elect Orla Noonan as Director 10b
Mgmt Do Not Vote For Elect Arnaud de Puyfontaine as Director 10c
Mgmt Do Not Vote For Elect Christian Ringnes as Director 10d
Mgmt Do Not Vote For Elect Birger Steen as Director 10e
Mgmt Do Not Vote For Elect Eugenie van Wiechen as Director 10f
Mgmt Do Not Vote For Elect Marianne Budnik as Director 10g
Mgmt Do Not Vote For Approve Remuneration of Directors in the Amount of NOK 1.03 Million for the Chairman and NOK 483,000 for Other Directors; Approve Remuneration for Committee Work; Approve
Meeting Fees
11
Mgmt Do Not Vote For Elect John A. Rein as Member of Nominating
Committee
12a
Mgmt Do Not Vote For Elect Ann Kristin Brautaset as Member of
Nominating Committee
12b
Mgmt Do Not Vote For Elect Spencer Adair as Member of Nominating
Committee
12c
Mgmt Do Not Vote For Approve Remuneration of Nominating
Committee
13
Mgmt Do Not Vote For Adopt Instructions for the Nominating Committee Recommended by Norwegian Code of Practice for Corporate Governance
14
Mgmt Do Not Vote For Grant Power of Attorney to Board Pursuant to
Article 7 of Articles of Association
15
Mgmt Do Not Vote For Approve Creation of NOK 5.94 Million Pool of
Capital without Preemptive Rights
16
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Chairman of Meeting; Designate
Inspector(s) of Minutes of Meeting
1
Mgmt For For Approve Notice of Meeting and Agenda 2
Mgmt For For Designate Inspector(s) of Minutes of Meeting 3
Page 1,045 of 1,384
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Schibsted ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Accept Financial Statements and Statutory
Reports; Approve Corporate Governance Report
4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends of NOK 1.75 Per Share
5
Mgmt For For Approve Remuneration of Auditors 6
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
7
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Receive Report from Nominating Committee 8
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
(Advisory)
9a
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Binding)
9b
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.
Mgmt For For Elect Ole Sunde as Director 10a
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 Elect Orla Noonan as Director 10b
Mgmt Against For Elect Arnaud de Puyfontaine as Director 10c
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. furthermore, firectors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Elect Christian Ringnes as Director 10d
Mgmt Against For Elect Birger Steen as Director 10e
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Elect Eugenie van Wiechen as Director 10f
Mgmt For For Elect Marianne Budnik as Director 10g
Mgmt For For Approve Remuneration of Directors in the Amount of NOK 1.03 Million for the Chairman and NOK 483,000 for Other Directors; Approve Remuneration for Committee Work; Approve
Meeting Fees
11
Page 1,046 of 1,384
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Schibsted ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect John A. Rein as Member of Nominating
Committee
12a
Mgmt For For Elect Ann Kristin Brautaset as Member of
Nominating Committee
12b
Mgmt For For Elect Spencer Adair as Member of Nominating
Committee
12c
Mgmt For For Approve Remuneration of Nominating
Committee
13
Mgmt For For Adopt Instructions for the Nominating Committee Recommended by Norwegian Code of Practice for Corporate Governance
14
Mgmt For For Grant Power of Attorney to Board Pursuant to
Article 7 of Articles of Association
15
Mgmt For For Approve Creation of NOK 5.94 Million Pool of
Capital without Preemptive Rights
16
Schlumberger Limited
Meeting Date: 04/05/2017 Country: Curacao
Meeting Type: Annual Ticker: SLB
Primary ISIN: AN8068571086 Primary SEDOL: 2779201
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Peter L.S. Currie Mgmt For For
Mgmt For For Elect Director Miguel M. Galuccio 1b
Mgmt For For Elect Director V. Maureen Kempston Darkes 1c
Mgmt For For Elect Director Paal Kibsgaard 1d
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 Nikolay Kudryavtsev 1e
Mgmt For For Elect Director Helge Lund 1f
Mgmt For For Elect Director Michael E. Marks 1g
Mgmt For For Elect Director Indra K. Nooyi 1h
Mgmt For For Elect Director Lubna S. Olayan 1i
Mgmt For For Elect Director Leo Rafael Reif 1j
Page 1,047 of 1,384
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Schlumberger Limited Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Tore I. Sandvold 1k
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Henri Seydoux 1l
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Adopt and Approve Financials and Dividends 4
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 5
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.
Mgmt Against For Approve Omnibus Stock Plan 6
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.
Mgmt For For Amend Employee Stock Purchase Plan 7
Schneider Electric SE
Meeting Date: 04/25/2017 Country: France
Meeting Type: Annual/Special Ticker: SU
Primary ISIN: FR0000121972 Primary SEDOL: 4834108
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Losses and Dividends of EUR 2.04 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions
4
Page 1,048 of 1,384
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Schneider Electric SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Non-Binding Vote on Compensation of Jean
Pascal Tricoire
5
Mgmt For For Non-Binding Vote on Compensation of
Emmanuel Babeau
6
Mgmt Against For Approve remuneration policy of CEO and
Chairman
7
Voter Rationale: We voted against because the company does not disclose any cap for long-term incentive awards; there is no information on any cap for golden hello awards; and there is no pro-rating for time with regard to the post-mandate vesting of long-term awards.
Mgmt Against For Approve remuneration policy of Vice-CEO 8
Voter Rationale: We voted against because the company does not disclose any cap for long-term incentive awards; there is no information on any cap for golden hello awards; and there is no pro-rating for time with regard to the post-mandate vesting of long-term awards.
Mgmt For For Reelect Jean-Pascal Tricoire as Director 9
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against Abstain Elect Nadine Bouquin as a Representative of Employee Shareholders to the Board
10
Voter Rationale: As there is only one board seat as employee shareholder representative, resolutions regarding all other candidates for this position warrant a vote AGAINST
Mgmt Against Abstain Elect Claude Briquet as a Representative of
Employee Shareholders to the Board
11
Voter Rationale: As there is only one board seat as employee shareholder representative, resolutions regarding all other candidates for this position warrant a vote AGAINST
Mgmt For For Elect Xiaoyun Ma as a Representative of
Employee Shareholders to the Board
12
Mgmt Against Abstain Elect Francois Martin-Festa as a Representative
of Employee Shareholders to the Board
13
Voter Rationale: As there is only one board seat as employee shareholder representative, resolutions regarding all other candidates for this position warrant a vote AGAINST
Mgmt Against Abstain Elect Jean-Michel Vedrine as a Representative of
Employee Shareholders to the Board
14
Voter Rationale: As there is only one board seat as employee shareholder representative, resolutions regarding all other candidates for this position warrant a vote AGAINST
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 2 Million
15
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
16
Mgmt Extraordinary Business
Mgmt For For Amend Article 11 of Bylaws Re: Election of Employee Shareholders Representative to the
board
17
Mgmt For For Amend Article 19 of Bylaws to Comply with Legal Changes
18
Page 1,049 of 1,384
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Schneider Electric SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million
19
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 800 Million for Bonus Issue or Increase in Par Value
20
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 230 Million
21
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above or Vote under Item 19 of this Agenda
22
Mgmt For For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind
23
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for up to 4.85 Percent of Issued Capital Per Year for Private Placements up to Aggregate Nominal Amount of EUR 115 Million
24
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans
25
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries
26
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares
27
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
28
Schoeller-Bleckmann Oilfield Equipment AG
Meeting Date: 04/27/2017 Country: Austria
Meeting Type: Annual Ticker: SBO
Primary ISIN: AT0000946652 Primary SEDOL: 7571305
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income 2
Page 1,050 of 1,384
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Schoeller-Bleckmann Oilfield Equipment AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Management Board 3
Mgmt For For Approve Discharge of Supervisory Board 4
Mgmt For For Ratify Auditors 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. Furthermore, 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 Approve Remuneration of Supervisory Board Members
6
Mgmt Against For Elect Supervisory Board Member 7
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.
Mgmt For For Amend Articles Re: Voting by Electronic Means 8
Schroders plc
Meeting Date: 04/27/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SDR
Primary ISIN: GB0002405495 Primary SEDOL: 0240549
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Approve Remuneration Report 3
Mgmt For For Approve Remuneration Policy 4
Mgmt For For Elect Ian King as Director 5
Mgmt For For Elect Rakhi Goss-Custard as Director 6
Mgmt For For Re-elect Michael Dobson as Director 7
Mgmt For For Re-elect Peter Harrison as Director 8
Mgmt For For Re-elect Richard Keers as Director 9
Mgmt For For Re-elect Lord Howard of Penrith as Director 10
Mgmt For For Re-elect Robin Buchanan as Director 11
Mgmt For For Re-elect Rhian Davies as Director 12
Page 1,051 of 1,384
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Schroders plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Nichola Pease as Director 13
Mgmt For For Re-elect Philip Mallinckrodt as Director 14
Mgmt For For Re-elect Bruno Schroder as Director 15
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors
16
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise the Audit and Risk Committee to Fix Remuneration of Auditors
17
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
18
Mgmt For For Authorise Market Purchase of Non-Voting Ordinary Shares
19
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
20
Scout24 AG
Meeting Date: 06/08/2017 Country: Germany
Meeting Type: Annual Ticker: G24
Primary ISIN: DE000A12DM80 Primary SEDOL: BYT9340
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.30
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 5
Mgmt Against For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares
6
Voter Rationale: <p>Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.</p>
Page 1,052 of 1,384
Metzler All Votes Report
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Scout24 AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Michael Zahn to the Supervisory Board 7.1
Voter Rationale: <p>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.</p>
Mgmt For For Elect Peter Schwarzenbauer to the Supervisory Board
7.2
Mgmt For For Amend Articles Re: Supervisory Board Remuneration
8
Seagate Technology plc
Meeting Date: 10/18/2017 Country: Ireland
Meeting Type: Annual Ticker: STX
Primary ISIN: IE00B58JVZ52 Primary SEDOL: B58JVZ5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Stephen J. Luczo Mgmt For For
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Mark W. Adams 1b
Mgmt Against For Elect Director Michael R. Cannon 1c
Voter Rationale: <p>Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. Also, this director is not sufficiently independent to serve as the independent lead director. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Mei-Wei Cheng 1d
Mgmt For For Elect Director William T. Coleman 1e
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Jay L. Geldmacher 1f
Mgmt For For Elect Director William D. Mosley 1g
Mgmt Against For Elect Director Chong Sup Park 1h
Voter Rationale: <p>Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Page 1,053 of 1,384
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Seagate Technology plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Stephanie Tilenius 1i
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Edward J. Zander 1j
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>The remuneration committee should not allow vesting of incentive awards for below median performance. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Amend Qualified Employee Stock Purchase Plan 4
Mgmt For For Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration
5
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights
6
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights
7
Mgmt For For Determine Price Range for Reissuance of Treasury Shares
8
Sega Sammy Holdings Inc.
Meeting Date: 06/23/2017 Country: Japan
Meeting Type: Annual Ticker: 6460
Primary ISIN: JP3419050004 Primary SEDOL: B02RK08
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Satomi, Hajime Mgmt For For
Mgmt For For Elect Director Satomi, Haruki 1.2
Mgmt Against For Elect Director Tsurumi, Naoya 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fukazawa, Koichi 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 1,054 of 1,384
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Sega Sammy Holdings Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Okamura, Hideki 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Iwanaga, Yuji 1.6
Mgmt For For Elect Director Natsuno, Takeshi 1.7
Mgmt Against For Elect Director Katsukawa, Kohei 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Aoki, Shigeru 2.1
Mgmt Against For Appoint Statutory Auditor Sakaue, Yukito 2.2
Mgmt For For Appoint Statutory Auditor Kazashi, Tomio 2.3
Mgmt Against For Appoint Statutory Auditor Enomoto, Mineo 2.4
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt Against For Appoint Alternate Statutory Auditor Ogata, Izumi
3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
SEI Investments Company
Meeting Date: 05/24/2017 Country: USA
Meeting Type: Annual Ticker: SEIC
Primary ISIN: US7841171033 Primary SEDOL: 2793610
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Sarah W. Blumenstein Mgmt For Against
Voter Rationale: <p>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.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.</p>
Page 1,055 of 1,384
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SEI Investments Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Kathryn M. McCarthy 1b
Voter Rationale: <p>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. 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.</p>
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>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.</p>
Mgmt For For Ratify KPMG LLP as Auditors 3
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Sekisui Chemical Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan
Meeting Type: Annual Ticker: 4204
Primary ISIN: JP3419400001 Primary SEDOL: 6793821
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 19
Mgmt For For
Mgmt For For Elect Director Negishi, Naofumi 2.1
Mgmt For For Elect Director Koge, Teiji 2.2
Mgmt Against For Elect Director Kubo, Hajime 2.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Uenoyama, Satoshi 2.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Sekiguchi, Shunichi 2.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Kato, Keita 2.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Page 1,056 of 1,384
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Sekisui Chemical Co. Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Hirai, Yoshiyuki 2.7
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Taketomo, Hiroyuki 2.8
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Elect Director Ishizuka, Kunio 2.9
Mgmt For For Elect Director Kase, Yutaka 2.10
Mgmt For For Appoint Statutory Auditor Naganuma, Moritoshi 3
Senior plc
Meeting Date: 04/21/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SNR
Primary ISIN: GB0007958233 Primary SEDOL: 0795823
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt Against For Approve Remuneration Report 2
Voter Rationale: Due to the profit warnings and performance during the year we do not consider the payment of bonuses to executive directors to be appropriate on this occasion. Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Remuneration Policy 3
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. We also encourage the company to review the shareholding guidelines for executives as we consider it to be too low.
Mgmt For For Approve Final Dividend 4
Mgmt For For Re-elect Charles Berry as Director 5
Mgmt For For Re-elect Celia Baxter as Director 6
Mgmt For For Re-elect Susan Brennan as Director 7
Mgmt For For Re-elect Derek Harding as Director 8
Mgmt For For Re-elect Giles Kerr as Director 9
Mgmt For For Re-elect David Squires as Director 10
Mgmt For For Re-elect Mark Vernon as Director 11
Page 1,057 of 1,384
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Senior plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Appoint KPMG LLP as Auditors 12
Mgmt For For Authorise Board to Fix Remuneration of Auditors 13
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
15
Mgmt For For Authorise Market Purchase of Ordinary Shares 16
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
17
Sensata Technologies Holding N.V.
Meeting Date: 05/18/2017 Country: Netherlands
Meeting Type: Annual Ticker: ST
Primary ISIN: NL0009324904 Primary SEDOL: B62S207
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Paul Edgerley as Director Mgmt For For
Mgmt For For Elect Martha Sullivan as Director 1.2
Mgmt For For Elect Beda Bolzenius as Director 1.3
Mgmt For For Elect James E. Heppelmann as Director 1.4
Mgmt For For Elect Charles W. Peffer as Director 1.5
Mgmt For For Elect Kirk P. Pond as Director 1.6
Mgmt For For Elect Constance E. Skidmore as Director 1.7
Mgmt For For Elect Andrew Teich as Director 1.8
Mgmt For For Elect Thomas Wroe as Director 1.9
Mgmt For For Elect Stephen Zide as Director 1.10
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt For For Adopt Financial Statements and Statutory Reports
3b
Mgmt For For Approve Discharge of Board and President 4
Mgmt For For Grant Board Authority to Repurchase Shares 5
Page 1,058 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sensata Technologies Holding N.V. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
6
Voter Rationale: <p>A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
Mgmt For For Change Location of Registered Office 7
Sfr Group
Meeting Date: 05/31/2017 Country: France
Meeting Type: Annual/Special Ticker: SFR
Primary ISIN: FR0011594233 Primary SEDOL: BG3FC18
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
2
Mgmt For For Approve Treatment of Losses 3
Mgmt Against For Approve Transaction with Altice Media Group
SARL
4
Voter Rationale: <p>Shareholders should be given relevant and sufficient information to make an informed decision.</p>
Mgmt Against For Non-Binding Vote on Compensation of Mr. Denoyer, CEO
5
Voter Rationale: <p>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. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Non-Binding Vote on Compensation of Mr. Combes, Chairman and CEO
6
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Non-Binding Vote on Compensation of Mr.
Paulin, Vice-CEO
7
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Page 1,059 of 1,384
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Sfr Group Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Non-Binding Vote on Compensation of Mr. Weill,
Vice-CEO
8
Voter Rationale: <p>Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Approve Remuneration Policy of Mr. Combes for Fiscal Year 2017
9
Voter Rationale: <p>The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Approve Remuneration Policy of Mr. Paulin for Fiscal Year 2017
10
Voter Rationale: <p>The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Approve Remuneration Policy of Mr. Weill for Fiscal Year 2017
11
Voter Rationale: <p>The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.</p>
Mgmt Against For Reelect Mr. Attali as Director 12
Voter Rationale: <p>For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, 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. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt For For Reelect Mr. Weill as Director 13
Mgmt Against For Ratify Appointment of Mrs. Laclide as Director 14
Voter Rationale: <p>For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, 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. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt Against For Ratify Appointment of Mr. Meheut as Director 15
Voter Rationale: <p>For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
16
Voter Rationale: <p>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.</p>
Mgmt Extraordinary Business
Page 1,060 of 1,384
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Sfr Group Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 250 Million
17
Voter Rationale: <p>This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.</p>
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 110 Million
18
Voter Rationale: <p>This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.</p>
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 110 Million
19
Voter Rationale: <p>This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.</p>
Mgmt Against For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
20
Voter Rationale: <p>This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.</p>
Mgmt Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
21
Voter Rationale: <p>This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, the additional share capital increase would provide for a total increase of greater than 50%. Any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company. Finally, the additional share capital increase would provide for a total increase of greater than 10%. Any increase in capital greater than 10% of the issued share capital without pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.</p>
Mgmt Against For Authorize Capital Increase of up to 10 Percent
of Issued Capital for Contributions in Kind
22
Voter Rationale: <p>This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration. Furthermore, any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.</p>
Page 1,061 of 1,384
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Sfr Group Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value
23
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
24
Mgmt Against For Authorize up to 1.5 Percent of Issued Capital for Use in Stock Option Plans
25
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Finally, options should be issued at no less than market price, except for an all-employee plan where the discount should not exceed 20% on a fixed date.</p>
Mgmt Against For Authorize up 0.5 Percent of Issued Capital for Use in Restricted Stock Plans
26
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant.</p>
Mgmt For For Authorize Filing of Required Documents/Other Formalities
27
SGS SA
Meeting Date: 03/21/2017 Country: Switzerland
Meeting Type: Annual Ticker: SGSN
Primary ISIN: CH0002497458 Primary SEDOL: 4824778
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Discharge of Board and Senior
Management
2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 70 per Share
3
Mgmt Against For Reelect Paul Desmarais, jr. as Director 4.1a
Voter Rationale: Votes AGAINST the non-independent nominees, Sergio Marchionne, Paul Desmarais Jr., Ian Gallienne, Christopher Kirk, Gerard Lamarche, August von Finck and August Francois von Finck, are warranted because of the failure to establish a majority-independent board and audit committee.
Page 1,062 of 1,384
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SGS SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect August von Finck as Director 4.1b
Voter Rationale: Votes AGAINST the non-independent nominees, Sergio Marchionne, Paul Desmarais Jr., Ian Gallienne, Christopher Kirk, Gerard Lamarche, August von Finck and August Francois von Finck, are warranted because of the failure to establish a majority-independent board and audit committee.
Mgmt Against For Reelect August Francois von Finck as Director 4.1c
Voter Rationale: Votes AGAINST the non-independent nominees, Sergio Marchionne, Paul Desmarais Jr., Ian Gallienne, Christopher Kirk, Gerard Lamarche, August von Finck and August Francois von Finck, are warranted because of the failure to establish a majority-independent board and audit committee.
Mgmt Against For Reelect Ian Gallienne as Director 4.1d
Voter Rationale: Votes AGAINST the non-independent nominees, Sergio Marchionne, Paul Desmarais Jr., Ian Gallienne, Christopher Kirk, Gerard Lamarche, August von Finck and August Francois von Finck, are warranted because of the failure to establish a majority-independent board and audit committee.
Mgmt For For Reelect Cornelius Grupp as Director 4.1e
Mgmt For For Reelect Peter Kalantzis as Director 4.1f
Mgmt Against For Reelect Christopher Kirk as Director 4.1g
Voter Rationale: Votes AGAINST the non-independent nominees, Sergio Marchionne, Paul Desmarais Jr., Ian Gallienne, Christopher Kirk, Gerard Lamarche, August von Finck and August Francois von Finck, are warranted because of the failure to establish a majority-independent board and audit committee.
Mgmt Against For Reelect Gerard Lamarche as Director 4.1h
Voter Rationale: Votes AGAINST the non-independent nominees, Sergio Marchionne, Paul Desmarais Jr., Ian Gallienne, Christopher Kirk, Gerard Lamarche, August von Finck and August Francois von Finck, are warranted because of the failure to establish a majority-independent board and audit committee.
Mgmt Against For Reelect Sergio Marchionne as Director 4.1i
Voter Rationale: Votes AGAINST the non-independent nominees, Sergio Marchionne, Paul Desmarais Jr., Ian Gallienne, Christopher Kirk, Gerard Lamarche, August von Finck and August Francois von Finck, are warranted because of the failure to establish a majority-independent board and audit committee.
Mgmt For For Reelect Shelby R. du Pasquier as Director 4.1j
Mgmt Against For Reelect Sergio Marchionne as Board Chairman 4.2
Voter Rationale: Votes AGAINST the non-independent nominees, Sergio Marchionne, Paul Desmarais Jr., Ian Gallienne, Christopher Kirk, Gerard Lamarche, August von Finck and August Francois von Finck, are warranted because of the failure to establish a majority-independent board and audit committee.
Mgmt Against For Reelect August von Finck as Member of the Compensation Committee
4.3a
Voter Rationale: Votes AGAINST the non-independent nominees Ian Galienne and August von Finck are warranted because of the failure to establish a majority-independent compensation committee.
Mgmt Against For Reelect Ian Gallienne as Member of the Compensation Committee
4.3b
Voter Rationale: Votes AGAINST the non-independent nominees Ian Galienne and August von Finck are warranted because of the failure to establish a majority-independent compensation committee.
Mgmt For For Reelect Shelby R. du Pasquier as Member of the Compensation Committee
4.3c
Mgmt For For Ratify Deloitte SA as Auditors 4.4
Page 1,063 of 1,384
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SGS SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Designate Jeandin and Defacqz as Independent
Proxy
4.5
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 2.1 Million
5.1
Mgmt Against For Approve Fixed Remuneration of Executive
Committee in the Amount of CHF 9.3 Million
5.2
Voter Rationale: A vote AGAINST the proposed maximum fixed compensation for members of the Operations Council in fiscal 2018 is warranted because:- For the second consecutive year, the board has proposed to increase the maximum potential fixed compensation that could be paid to the Operations Council. Although the overall proposed increase is moderate (+1 percent), due to a recent reduction in headcount, the potential increase on a per person basis is over 10 percent. This is the second consecutive year that the fixed pay proposal has represented a potential increase of over 10 percent on a per person basis.- The board's proposal applies only to base salaries, and not to other non-variable elements such as pension or social insurance contributions. The proposed pay envelope is well in excess of the actual base salaries that were paid to members of the Operations Council in 2016 (+19.7 percent in aggregate, +28.3 percent per person on average). The proposal therefore appears to provide the board with the flexibility to grant potentially excessive increases in base salaries.- The company's rationale for the proposed increase is not considered to be compelling.
Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 3.7 Million
5.3
Mgmt For For Approve CHF 188,704 Reduction in Share Capital via the Cancellation of Repurchased
Shares
6
Mgmt For For Approve Creation of CHF 500,000 Pool of Capital without Preemptive Rights
7
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any 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.
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
Meeting Date: 06/29/2017 Country: China
Meeting Type: Annual Ticker: 600196
Primary ISIN: CNE000000X38 Primary SEDOL: 6121187
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
AGM BALLOT FOR HOLDERS OF H SHARES Mgmt
Mgmt For For Approve 2016 Annual Report 1
Voter Rationale: <p>Shareholders should have the right to elect directors annually in order to hold them to account.</p>
Mgmt For For Approve 2016 Work Report of the Board of Directors
2
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Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve 2016 Work Report of the Supervisory
Committee
3
Mgmt For For Approve 2016 Final Accounts Report 4
Mgmt For For Approve 2016 Annual Profit Distribution
Proposal
5
Mgmt For For Approve Ernst & Young Hua Ming (Special General Partnership) as PRC Financial Report and Internal Control Report Auditors and Ernst & Young as International Financial Report Auditors and Authorize Board to Fix Their Remuneration
6
Mgmt Against For Approve 2017 Estimated Ongoing Related Party
Transactions
7
Voter Rationale: <p>A vote AGAINST this proposal is warranted because the proposed related-party transactions include a financial service agreement with the group finance company, which may expose the company to unnecessary risks.</p>
Mgmt For For Approve 2016 Appraisal Results and Remuneration of Directors
8
Mgmt For For Approve 2017 Appraisal Program of Directors 9
Mgmt For For Approve Renewal of and New Entrusted Loan Quota of the Group
10
Mgmt For For Approve Total Bank Credit Applications of the Group
11
Mgmt For For Approve Authorization to the Management to Dispose of Listed Securities
12
Mgmt For For Approve Mandate to Issue Interbank Market Debt Financing Instruments
13
Mgmt For For Approve Compliance with Conditions for the Proposed Public Issuance of Corporate Bonds
14
Mgmt RESOLUTIONS RELATING TO THE PROPOSED ISSUANCE OF CORPORATE BONDS
Mgmt For For Approve Size and Method of the Issuance in Relation to the Proposed Issuance of Corporate
Bonds
15.1
Mgmt For For Approve Coupon Rate and Its Determination Mechanism in Relation to the Proposed Issuance
of Corporate Bonds
15.2
Mgmt For For Approve Maturity Period, Method of Principal Repayment and Interest Payment, and Other Specific Arrangements in Relation to the Proposed Issuance of Corporate Bonds
15.3
Mgmt For For Approve Use of Proceeds in Relation to the Proposed Issuance of Corporate Bonds
15.4
Mgmt For For Approve Issuance Target and Placing Arrangement for Shareholders of the Company in Relation to the Proposed Issuance of Corporate Bonds
15.5
Page 1,065 of 1,384
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Shanghai Fosun Pharmaceutical (Group) Co., Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Guarantee Arrangement in Relation to
the Proposed Issuance of Corporate Bonds
15.6
Mgmt For For Approve Provisions on Redemption and Repurchase in Relation to the Proposed Issuance of Corporate Bonds
15.7
Mgmt For For Approve Credit Standing of the Company and Safeguards for Debt Repayment in Relation to the Proposed Issuance of Corporate Bonds
15.8
Mgmt For For Approve Underwriting Method in Relation to the
Proposed Issuance of Corporate Bonds
15.9
Mgmt For For Approve Listing Arrangement in Relation to the
Proposed Issuance of Corporate Bonds
15.10
Mgmt For For Approve Validity of the Resolutions in Relation
to the Proposed Issuance of Corporate Bonds
15.11
Mgmt For For Authorize Board to Handle All Matters in Relation to the Public Issuance of Corporate Bonds
16
Mgmt Against For Adopt Shanghai Henlius Share Option Incentive
Scheme and Relevant Matters
17
Voter Rationale: <p>Incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation.</p>
Mgmt For For Amend Management System of Connected Transactions
18
Mgmt For For Approve Renewal of and New Guarantee Quota of the Group
19
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
20
Voter Rationale: <p>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.</p>
Shimizu Corp.
Meeting Date: 06/29/2017 Country: Japan
Meeting Type: Annual Ticker: 1803
Primary ISIN: JP3358800005 Primary SEDOL: 6804400
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 21 Mgmt For For
Mgmt For For Elect Director Miyamoto, Yoichi 2.1
Mgmt For For Elect Director Inoue, Kazuyuki 2.2
Page 1,066 of 1,384
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Shimizu Corp. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Terada, Osamu 2.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Okamoto, Tadashi 2.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Imaki, Toshiyuki 2.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Higashide, Koichiro 2.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Yamaji, Toru 2.7
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Ikeda, Koji 2.8
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Shimizu, Motoaki 2.9
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Elect Director Takeuchi, Yo 2.10
Mgmt Against For Elect Director Murakami, Aya 2.11
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Appoint Statutory Auditor Watanabe, Hideto 3.1
Voter Rationale: <p>The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.</p>
Mgmt Against For Appoint Statutory Auditor Kaneko, Hatsuhito 3.2
Voter Rationale: <p>The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.</p>
Mgmt For For Approve Annual Bonus 4
Shinhan Financial Group Co. Ltd.
Meeting Date: 03/23/2017 Country: South Korea
Meeting Type: Annual Ticker: A055550
Primary ISIN: KR7055550008 Primary SEDOL: 6397502
Page 1,067 of 1,384
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Shinhan Financial Group Co. Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements and Allocation of
Income
Mgmt For For
Mgmt For For Amend Articles of Incorporation 2
Mgmt For For Elect Cho Yong-byoung as Inside Director 3.1
Mgmt For For Elect Wi Sung-ho as Non-independent
Non-executive Director
3.2
Mgmt For For Elect Park An-soon as Outside Director 3.3
Mgmt For For Elect Park Cheul as Outside Director 3.4
Mgmt For For Elect Lee Sang-kyung as Outside Director 3.5
Mgmt For For Elect Joo Jae-seong as Outside Director 3.6
Mgmt For For Elect Yuki Hirakawa as Outside Director 3.7
Mgmt For For Elect Philippe Avril as Outside Director 3.8
Mgmt For For Elect Lee Man-woo as Outside Director to serve
as Audit Committee Member
4
Mgmt For For Elect Lee Sang-kyung as Member of Audit
Committee
5.1
Mgmt For For Elect Lee Steven Sung-ryang as Member of
Audit Committee
5.2
Mgmt For For Approve Total Remuneration of Inside Directors
and Outside Directors
6
Shire plc
Meeting Date: 04/25/2017 Country: Jersey
Meeting Type: Annual Ticker: SHP
Primary ISIN: JE00B2QKY057 Primary SEDOL: B2QKY05
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Re-elect Dominic Blakemore as Director 3
Page 1,068 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Shire plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Re-elect Olivier Bohuon as Director 4
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Re-elect William Burns as Director 5
Mgmt For For Elect Ian Clark as Director 6
Mgmt For For Elect Gail Fosler as Director 7
Mgmt For For Re-elect Steven Gillis as Director 8
Mgmt For For Re-elect David Ginsburg as Director 9
Mgmt For For Re-elect Susan Kilsby as Director 10
Mgmt For For Re-elect Sara Mathew as Director 11
Mgmt For For Re-elect Anne Minto as Director 12
Mgmt For For Re-elect Flemming Ornskov as Director 13
Mgmt For For Re-elect Jeffrey Poulton as Director 14
Mgmt For For Elect Albert Stroucken as Director 15
Mgmt For For Reappoint Deloitte LLP as Auditors 16
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm. Furthermore, 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 the Audit, Compliance & Risk Committee to Fix Remuneration of Auditors
17
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm. Furthermore, 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 Issue of Equity with Pre-emptive Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
19
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
20
Mgmt For For Authorise Market Purchase of Ordinary Shares 21
Mgmt For For Adopt New Articles of Association 22
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
23
Page 1,069 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Shop Apotheke Europe NV
Meeting Date: 11/06/2017 Country: Netherlands
Meeting Type: Special Ticker: SAE
Primary ISIN: NL0012044747 Primary SEDOL: BYYH7G9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Special Meeting Mgmt
Mgmt Open Meeting 1
Mgmt For For Approve Acquisition of EHS Europe Health Services B.V.
2
Mgmt For For Issue 2,950,578 New Shares in Connection with Acquisition
3
Mgmt Against For Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital
4.a
Voter Rationale: <p>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.</p>
Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 4.a
4.b
Voter Rationale: <p>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.</p>
Mgmt Other Business (Non-Voting) 5
Mgmt Close Meeting 6
Siam Global House Public Co Ltd.
Meeting Date: 04/24/2017 Country: Thailand
Meeting Type: Annual Ticker: GLOBAL
Primary ISIN: TH0991010008 Primary SEDOL: B435YH4
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Minutes of Previous Meeting Mgmt For For
Mgmt For For Acknowledge Operating Results and Approve Financial Statements
2
Mgmt For For Approve Allocation of Income and Dividend Payment
3
Mgmt For For Approve Reduction in Registered Capital and Amend Memorandum of Association to Reflect
Decrease in Registered Capital
4
Page 1,070 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Siam Global House Public Co Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Increase in Registered Capital and Amend Memorandum of Association to Reflect Increase in Registered Capital
5
Mgmt For For Approve Allocation of Shares 6
Mgmt For For Approve M&R Associates Co. Ltd as Auditors
and Fix Their Remuneration
7
Mgmt For For Elect Warunee Suriyawanakul as Director 8.1
Mgmt For For Elect Aree Chawalitchevinkul as Director 8.2
Mgmt For For Elect Vongsak Swasdipanich as Director 8.3
Mgmt For For Elect Pongsak Suriyawanakul as Director 8.4
Mgmt Against For Approve Remuneration and Bonus of Directors 9
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 10
Voter Rationale: Any Other Business should not be a voting item.
Siemens AG
Meeting Date: 02/01/2017 Country: Germany
Meeting Type: Annual Ticker: SIE
Primary ISIN: DE0007236101 Primary SEDOL: 5727973
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2015/2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 3.60 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2015/2016
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2015/2016
4
Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2016/2017
5
Page 1,071 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Signet Jewelers Limited
Meeting Date: 06/28/2017 Country: Bermuda
Meeting Type: Annual Ticker: SIG
Primary ISIN: BMG812761002 Primary SEDOL: B3CTNK6
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director H. Todd Stitzer Mgmt For For
Mgmt For For Elect Director Virginia "Gina" Drosos 1b
Mgmt Elect Director Dale Hilpert *Withdrawn Resolution*
1c
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Mark Light 1d
Mgmt For For Elect Director Helen McCluskey 1e
Mgmt For For Elect Director Marianne Miller Parrs 1f
Mgmt For For Elect Director Thomas Plaskett 1g
Mgmt For For Elect Director Jonathan Sokoloff 1h
Mgmt For For Elect Director Robert Stack 1i
Mgmt For For Elect Director Brian Tilzer 1j
Mgmt For For Elect Director Eugenia Ulasewicz 1k
Mgmt Against For Elect Director Russell Walls 1l
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote on Executive Compensation Approach
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Sika AG
Meeting Date: 04/11/2017 Country: Switzerland
Meeting Type: Annual Ticker: SIK
Primary ISIN: CH0000587979 Primary SEDOL: 4808084
Page 1,072 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sika AG
Did Not Vote Due to Ballot Shareblocking
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For Do Not Vote
Mgmt Do Not Vote For Approve Allocation of Income and Dividends of CHF 102 per Bearer Share and CHF 17 per
Registered Share
2
Mgmt Do Not Vote For Approve Discharge of Board Member Urs Burkard
3.1.1
Mgmt Do Not Vote For Approve Discharge of Board Member Frits van Dijk
3.1.2
Mgmt Do Not Vote For Approve Discharge of Board Member Paul Haelg 3.1.3
Mgmt Do Not Vote For Approve Discharge of Board Member Willi Leimer
3.1.4
Mgmt Do Not Vote For Approve Discharge of Board Member Monika Ribar
3.1.5
Mgmt Do Not Vote For Approve Discharge of Board Member Daniel Sauter
3.1.6
Mgmt Do Not Vote For Approve Discharge of Board Member Ulrich Suter
3.1.7
Mgmt Do Not Vote For Approve Discharge of Board Member Juergen Tinggren
3.1.8
Mgmt Do Not Vote For Approve Discharge of Board Member Christoph Tobler
3.1.9
Mgmt Do Not Vote For Approve Discharge of Senior Management 3.2
Mgmt Do Not Vote For Reelect Paul Haelg as Director 4.1.1
Mgmt Do Not Vote For Reelect Urs Burkard as Director (Representing Holders of Registered Shares)
4.1.2
Mgmt Do Not Vote For Reelect Frits van Dijk as Director (Representing Holders of Bearer Shares)
4.1.3
Mgmt Do Not Vote For Reelect Willi Leimer as Director 4.1.4
Mgmt Do Not Vote For Reelect Monika Ribar as Director 4.1.5
Mgmt Do Not Vote For Reelect Daniel Sauter as Director 4.1.6
Mgmt Do Not Vote For Reelect Ulrich Suter as Director 4.1.7
Mgmt Do Not Vote For Reelect Juergen Tinggren as Director 4.1.8
Page 1,073 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sika AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Reelect Christoph Tobler as Director 4.1.9
Mgmt Do Not Vote For Reelect Paul Haelg as Board Chairman 4.2
Mgmt Do Not Vote For Appoint Frits van Dijk as Member of the
Compensation Committee
4.3.1
Mgmt Do Not Vote For Appoint Urs Burkard as Member of the
Compensation Committee
4.3.2
Mgmt Do Not Vote For Appoint Daniel Sauter as Member of the
Compensation Committee
4.3.3
Mgmt Do Not Vote For Ratify Ernst and Young AG as Auditors 4.4
Mgmt Do Not Vote For Designate Jost Windlin as Independent Proxy 4.5
Mgmt Do Not Vote For Approve Remuneration of Board of Directors in the Amount of CHF 2.87 Million for the Period from the 2015 to 2016 Ordinary General Meetings
5.1
Mgmt Do Not Vote For Approve Remuneration of Board of Directors in the Amount of CHF 2.87 Million for the Period from the 2016 to 2017 Ordinary General Meetings
5.2
Mgmt Do Not Vote For Approve Remuneration Report (Non-Binding) 5.3
Mgmt Do Not Vote For Approve Remuneration of Board of Directors in the Amount of CHF 3 Million for the Period from the 2017 to 2018 Ordinary General Meetings
5.4
Mgmt Do Not Vote For Approve Remuneration of Executive Committee
in the Amount of CHF 19 Million
5.5
Mgmt Do Not Vote Against Transact Other Business (Voting) 6
Siltronic AG
Meeting Date: 05/09/2017 Country: Germany
Meeting Type: Annual Ticker: WAF
Primary ISIN: DE000WAF3001 Primary SEDOL: BYY5978
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Page 1,074 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Siltronic AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
2
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
3
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify KPMG as Auditors for Fiscal 2017 4
Voter Rationale: <p>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.</p>
SimCorp A/S
Meeting Date: 03/29/2017 Country: Denmark
Meeting Type: Annual Ticker: SIM
Primary ISIN: DK0060495240 Primary SEDOL: BBCR9N1
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
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income 3
Mgmt For For Reelect Jesper Brandgaard as Director 4a
Mgmt For For Reelect Peter Schutze as Director 4b
Mgmt For For Reelect Herve Couturier as Director 4c
Mgmt For For Reelect Simon Jeffreys as Director 4d
Mgmt For For Reelect Patrice McDonald as Director 4e
Mgmt For For Elect Adam Warby as Director 4f
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 5
Mgmt For For Approve DKK 1 Million Reduction in Share
Capital via Share Cancellation
6a
Mgmt For For Approve Creation of DKK 4 Million Pool of
Capital without Preemptive Rights
6b
Page 1,075 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
SimCorp A/S Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board
6c
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve Remuneration of Directors in the Amount of DKK 625,000 for Chairman, DKK 375,000 for Vice Chairman and DKK 250,000 for Regular Directors; Approve Compensation for
Committee Work
6d
Mgmt For For Authorize Share Repurchase Program 6e
Mgmt Other Business 7
SimCorp A/S
Meeting Date: 04/26/2017 Country: Denmark
Meeting Type: Special Ticker: SIM
Primary ISIN: DK0060495240 Primary SEDOL: BBCR9N1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve DKK 1 Million Reduction in Share
Capital via Share Cancellation
Mgmt For For
Mgmt For For Approve Creation of DKK 4 Million Pool of
Capital without Preemptive Rights
2
Mgmt Other Business 3
Simon Property Group, Inc.
Meeting Date: 05/10/2017 Country: USA
Meeting Type: Annual Ticker: SPG
Primary ISIN: US8288061091 Primary SEDOL: 2812452
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Glyn F. Aeppel Mgmt For For
Mgmt For For Elect Director Larry C. Glasscock 1b
Page 1,076 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Simon Property Group, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Karen N. Horn 1c
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Allan Hubbard 1d
Mgmt For For Elect Director Reuben S. Leibowitz 1e
Mgmt For For Elect Director Gary M. Rodkin 1f
Mgmt For For Elect Director Daniel C. Smith 1g
Mgmt Against For Elect Director J. Albert Smith, Jr. 1h
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
Singapore Technologies Engineering Ltd.
Meeting Date: 04/21/2017 Country: Singapore
Meeting Type: Annual Ticker: S63
Primary ISIN: SG1F60858221 Primary SEDOL: 6043214
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Adopt Financial Statements and Directors' and
Auditors' Reports Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Elect Khoo Boon Hui as Director 3
Mgmt For For Elect Quek See Tiat as Director 4
Mgmt For For Elect Vincent Chong Sy Feng as Director 5
Mgmt For For Elect Quek Gim Pew as Director 6
Mgmt For For Approve Directors' Fees 7
Mgmt For For Approve KPMG LLP as Auditors and Authorize
Board to Fix Their Remuneration
8
Page 1,077 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Singapore Technologies Engineering Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Issuance of Equity or Equity-Linked
Securities with or without Preemptive Rights
9
Mgmt Against For Approve Grant of Awards and Issuance of Shares Under the Singapore Technologies Engineering Performance Share Plan 2010 and the Singapore Technologies Engineering
Restricted Share Plan 2010
10
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt For For Approve Mandate for Interested Person Transactions
11
Mgmt For For Authorize Share Repurchase Program 12
Sino Land Company Limited
Meeting Date: 10/26/2017 Country: Hong Kong
Meeting Type: Annual Ticker: 83
Primary ISIN: HK0083000502 Primary SEDOL: 6810429
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Elect Robert Ng Chee Siong as Director 3.1
Voter Rationale: <p>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. Furthermore, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability. In addition, executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Finally, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt Against For Elect Adrian David Li Man-kiu as Director 3.2
Voter Rationale: <p>The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. Moreover, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition, the nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt For For Elect Alice Ip Mo Lin as Director 3.3
Page 1,078 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sino Land Company Limited Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Sunny Yeung Kwong as Director 3.4
Mgmt For For Authorize Board to Fix Remuneration of
Directors
3.5
Mgmt For For Approve Deloitte Touche Tohmatsu as Auditors
and Authorize Board to Fix Their Remuneration
4
Mgmt For For Authorize Repurchase of Issued Share Capital 5.1
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5.2
Voter Rationale: <p>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.</p>
Mgmt Against For Authorize Reissuance of Repurchased Shares 5.3
Voter Rationale: <p>Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.</p>
Sino Thai Engineering & Construction Public Company Limited
Meeting Date: 04/12/2017 Country: Thailand
Meeting Type: Annual Ticker: STEC
Primary ISIN: TH0307010Z09 Primary SEDOL: 6541406
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Minutes of Previous Meeting Mgmt For For
Mgmt Acknowledge Board of Directors' Operating
Results Report
2
Mgmt For For Approve Financial Statements 3
Mgmt For For Approve Dividend Payment 4
Mgmt For For Elect Vallop Rungkijvorasathien as Director 5.1
Mgmt For For Elect Pakpoom Srichami as Director 5.2
Mgmt For For Elect Thanathip Vidhayasirinun as Director 5.3
Mgmt For For Elect Masthawin Charnvirakul as Director 5.4
Mgmt Against For Approve Remuneration of Directors and
Committee Members
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 For For Approve EY Office Limited as Auditors and
Authorize Board to Fix Their Remuneration
7
Page 1,079 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sino Thai Engineering & Construction Public Company Limited Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Other Business 8
Voter Rationale: Any Other Business should not be a voting item.
SINOPEC Engineering Group Co Ltd
Meeting Date: 02/21/2017 Country: China
Meeting Type: Special Ticker: 2386
Primary ISIN: CNE100001NV2 Primary SEDOL: B92NYC9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Ling Yiqun as Director Mgmt For For
Mgmt For For Elect Xiang Wenwu as Director 2
Sinotrans Ltd.
Meeting Date: 03/09/2017 Country: China
Meeting Type: Special Ticker: 598
Primary ISIN: CNE1000004F1 Primary SEDOL: 6579010
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
RESOLUTIONS RELATING TO THE
RE-APPOINTMENT OF DIRECTORS
Mgmt
Mgmt For For Elect Li Guanpeng as Director 1A
Mgmt For For Elect Wang Lin as Director 1B
Mgmt For For Elect Yu Jianmin as Director 1C
Mgmt For For Authorize Board to Fix Remuneration of
Directors
2
Sinotrans Ltd.
Meeting Date: 05/12/2017 Country: China
Meeting Type: Annual Ticker: 598
Primary ISIN: CNE1000004F1 Primary SEDOL: 6579010
Page 1,080 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sinotrans Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Report of the Board of Directors Mgmt For For
Voter Rationale: <p>Shareholders should have the right to elect directors annually in order to hold them to account.</p>
Mgmt For For Approve Report of the Supervisory Committee 2
Mgmt For For Approve Audited Financial Statements and Auditors' Report
3
Mgmt For For Approve Profit Distribution Proposal and Final Dividend
4
Mgmt For For Authorize Board to Decide on Matters Relating to the Declaration, Payment and
Recommendation of 2017 Interim Dividends
5
Mgmt For For Approve Deloitte Touche Tohmatsu Certified Public Accountants LLP as PRC Auditor and Deloitte Touche Tohmatsu as International Auditor and Authorize Board to Fix Their Remuneration
6
Mgmt For For Authorize Board to Fix Remuneration of Directors and Supervisors
7
Mgmt For For Amend Articles of Association 8
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
9
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Repurchase of Issued Share Capital 10
Sinotrans Ltd.
Meeting Date: 05/12/2017 Country: China
Meeting Type: Special Ticker: 598
Primary ISIN: CNE1000004F1 Primary SEDOL: 6579010
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
CLASS MEETING FOR HOLDERS OF H SHARES Mgmt
Mgmt For For Authorize Repurchase of Issued Share Capital 1
Page 1,081 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sirius XM Holdings Inc.
Meeting Date: 05/18/2017 Country: USA
Meeting Type: Annual Ticker: SIRI
Primary ISIN: US82968B1035 Primary SEDOL: BGLDK10
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Joan L. Amble Mgmt For For
Mgmt For For Elect Director George W. Bodenheimer 1.2
Mgmt Withhold For Elect Director Mark D. Carleton 1.3
Voter Rationale: <p>Directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders.</p>
Mgmt For For Elect Director Eddy W. Hartenstein 1.4
Mgmt Withhold For Elect Director James P. Holden 1.5
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Withhold For Elect Director Gregory B. Maffei 1.6
Voter Rationale: <p>Executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time. Furthermore, directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. Finally, directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders.</p>
Mgmt For For Elect Director Evan D. Malone 1.7
Mgmt For For Elect Director James E. Meyer 1.8
Mgmt Withhold For Elect Director James F. Mooney 1.9
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Withhold For Elect Director Carl E. Vogel 1.10
Voter Rationale: <p>Executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.</p>
Mgmt For For Elect Director Vanessa A. Wittman 1.11
Mgmt Withhold For Elect Director David M. Zaslav 1.12
Voter Rationale: <p>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.</p>
Page 1,082 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sirius XM Holdings Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: <p>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. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.Additionally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. Moreover, 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.</p>
Mgmt One Year Three Years Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify KPMG LLP as Auditors 4
Sixt SE
Meeting Date: 06/30/2017 Country: Germany
Meeting Type: Annual Ticker: SIX2
Primary ISIN: DE0007231326 Primary SEDOL: 5260768
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.65 per Common Share and EUR 1.67 per Preference Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal 2017 5
Voter Rationale: <p>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.</p>
Mgmt For For Approve Issuance of Participation Certificates and Profit Sharing Rights without Preemptive Rights up to Aggregate Nominal Amount of EUR 350 Million
6
Page 1,083 of 1,384
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SJM Holdings Ltd.
Meeting Date: 06/13/2017 Country: Hong Kong
Meeting Type: Annual Ticker: 880
Primary ISIN: HK0880043028 Primary SEDOL: B2NR3Y6
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Elect So Shu Fai as Director 3.1
Voter Rationale: <p>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.</p>
Mgmt For For Elect Leong On Kei, Angela as Director 3.2
Mgmt For For Elect Fok Tsun Ting, Timothy as Director 3.3
Voter Rationale: <p>Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.</p>
Mgmt For For Elect Ho Chiu Fung, Daisy as Director 4
Mgmt For For Authorize Board to Fix Remuneration of Directors
5
Mgmt For For Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration
6
Mgmt Against For Approve Grant of Options Under the Share Option Scheme
7
Voter Rationale: <p>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, 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.</p>
Mgmt For For Authorize Repurchase of Issued Share Capital 8
SK Holdings Co., Ltd.
Meeting Date: 03/24/2017 Country: South Korea
Meeting Type: Annual Ticker: A034730
Primary ISIN: KR7034730002 Primary SEDOL: B39Z8L3
Page 1,084 of 1,384
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SK Holdings Co., Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements and Allocation of
Income
Mgmt For For
Voter Rationale: <p>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.</p>
Mgmt Against For Amend Articles of Incorporation 2
Voter Rationale: <p>Changes in company's articles or by-laws should not erode shareholder rights.</p>
Mgmt For For Elect Jang Dong-hyeon as Inside Director 3.1
Mgmt For For Elect Jang Yong-seok as Outside Director 3.2
Mgmt For For Elect Jang Yong-seok as Member of Audit Committee
4
Mgmt Against For Approve Stock Option Grants 5
Voter Rationale: <p>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.</p>
Mgmt For For Approve Total Remuneration of Inside Directors
and Outside Directors
6
SK Hynix Inc.
Meeting Date: 03/24/2017 Country: South Korea
Meeting Type: Annual Ticker: A000660
Primary ISIN: KR7000660001 Primary SEDOL: 6450267
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Financial Statements and Allocation of Income
Mgmt For For
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Amend Articles of Incorporation 2
Mgmt For For Elect Lee Seok-hui as Inside Director 3
Mgmt For For Elect Park Jeong-ho as Non-independent Non-executive Director
4
Mgmt For For Elect Choi Jong-won as Outside Director 5.1
Mgmt For For Elect Shin Chang-hwan as Outside Director 5.2
Mgmt For For Elect Choi Jong-won as Member of Audit Committee
6.1
Page 1,085 of 1,384
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SK Hynix Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Shin Chang-hwan as Member of Audit
Committee
6.2
Mgmt For For Approve Total Remuneration of Inside Directors
and Outside Directors
7
Mgmt Against For Approve Stock Option Grants 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.
SK Telecom Co.
Meeting Date: 03/24/2017 Country: South Korea
Meeting Type: Annual Ticker: A017670
Primary ISIN: KR7017670001 Primary SEDOL: 6224871
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements and Allocation of
Income
Mgmt For For
Mgmt For For Amend Articles of Incorporation 2
Mgmt For For Elect Park Jeong-ho as Inside Director 3.1
Mgmt Against For Elect Cho Dae-sik as Non-independent
Non-executive Director
3.2
Voter Rationale: <p>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.</p>
Mgmt For For Elect Lee Jae-hoon as Outside Director 3.3
Mgmt For For Elect Ahn Jae-hyeon as Outside Director 3.4
Mgmt For For Elect Ahn Jeong-ho as Outside Director 3.5
Mgmt For For Elect Lee Jae-hoon as Members of Audit
Committee
4.1
Mgmt For For Elect Ahn Jae-hyeon as Members of Audit
Committee
4.2
Mgmt For For Approve Total Remuneration of Inside Directors
and Outside Directors
5
Mgmt Against For Approve Stock Option Grants 6
Voter Rationale: <p>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.</p>
Page 1,086 of 1,384
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Skandinaviska Enskilda Banken
Meeting Date: 03/28/2017 Country: Sweden
Meeting Type: Annual Ticker: SEB A
Primary ISIN: SE0000148884 Primary SEDOL: 4813345
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory Reports
7
Mgmt Receive President's Report 8
Mgmt For For Accept Financial Statements and Statutory Reports
9
Mgmt For For Approve Allocation of Income and Dividends of SEK 5.50 Per Share
10
Mgmt For For Approve Discharge of Board and President 11
Mgmt For For Determine Number of Members (11) and Deputy Members (0) of Board; Determine
Number of Auditors (1) and Deputy Auditors (0)
12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.85 Million for Chairman, SEK900,000 for the Vice Chairmen, and SEK 675,000 for Other Directors: Approve Remuneration for Committee Work, Approve Remuneration of Auditors
13
Mgmt For For Reelect Johan Andresen as Director 14aa
Mgmt For For Reelect Signhild Arnegard Hansen as Director 14ab
Mgmt For For Reelect Samir Brikho as Director 14ac
Mgmt For For Reelect Winnie Fok as Director 14ad
Mgmt For For Reelect Tomas Nicolin as Director 14ae
Mgmt For For Reelect Sven Nyman as Director 14af
Mgmt Against For Reelect Jesper Ovesen as Director 14ag
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Page 1,087 of 1,384
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Skandinaviska Enskilda Banken Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Helena Saxon as Director 14ah
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Marcus Wallenberg as Director 14ai
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.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 Against For Reelect Sara Ohrvall as Director 14aj
Voter Rationale: The remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Johan Torgeby as Director 14ak
Mgmt For For Reelect Marcus Wallenberg as Chairman of the Board
14b
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 Ratify PricewaterhouseCoopers as Auditors 15
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
16
Mgmt For For Approve SEB All Employee Program 2017 17a
Mgmt For For Approve Share Deferral Plan for President, Group Executive Committee, and Certain Other Executive Managers
17b
Mgmt For For Authorize Share Repurchase Program 18a
Mgmt For For Authorize Repurchase of Class A and/or Class C Shares of up to Ten Percent of Issued Shares and Reissuance of Repurchased Shares Inter Alia in for Capital Purposes and Long-Term Incentive Plans
18b
Mgmt For For Approve Transfer of Shares to Participants in
2017 Long-Term Equity Programs
18c
Mgmt For For Approve Issuance of Covertible Capital Instruments Corresponding to a Maximum of10 Percent of the Total Number of Shares
19
Page 1,088 of 1,384
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Skandinaviska Enskilda Banken Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Proposal Concerning the Appointment of Auditors in Foundations Without Own Management
20
Mgmt Shareholder Proposals Submitted by Thorwald
Arvidsson
SH Against None Adopt a Vision for Absolute Gender Equality on
All Levels Within the Company
21a
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity Diversification
Within the Company
21b
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Require the Results from the Working Group Concerning Item 21a to be Reported to the
AGM
21c
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Request Board to Take Necessary Action to Create a Shareholders' Association
21d
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Prohibit Directors from Being Able to Invoice Director's Fees via Swedish and Foreign Legal Entities
21e
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Instruct the Nomination Committee to Pay Extra Attention to Questions Concerning Ethics, Gender, and Ethnicity
21f
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Instruct the Board to Prepare a Proposal for the Representation of Small- and Midsized Shareholders in the Board and Nomination Committee
21g
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Request Board to Propose to the Appropriate Authority to Bring About a Changed Regulation
in the Area Relating to Item 21e
21h
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
Page 1,089 of 1,384
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Skandinaviska Enskilda Banken Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH For None Instruct the Board to Perform an Investigation of the Consequences of an Abolishment of the Differentiated Voting Powers at SEB; Submit Proposal for Actions and Report it on AGM
21i
Voter Rationale: A vote FOR is warranted as this resolution concerns a plan of providing all shares with equal voting rights, which would bring shareholder voting rights in line with their equity capital commitment.
SH Against None Request Board to Propose to the Swedish Government Legislation on the Abolition of Voting Power Differences in Swedish Limited Liability Companies
21j
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Request Board to Propose to the Swedish Government to Draw Attention to the Need for
Introducing a "Politician Quarantine"
21k
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Amend Articles Re: Former Politicians on the Board of Directors
22
Voter Rationale: A vote against is warranted due to the proposal seeking micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
Mgmt Close Meeting 23
SKF AB
Meeting Date: 03/29/2017 Country: Sweden
Meeting Type: Annual Ticker: SKF B
Primary ISIN: SE0000108227 Primary SEDOL: B1Q3J35
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory Reports
7
Mgmt Receive President's Report 8
Page 1,090 of 1,384
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SKF AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Accept Financial Statements and Statutory
Reports
9
Mgmt For For Approve Allocation of Income and Dividends of
SEK 5.50 Per Share
10
Mgmt For For Approve Discharge of Board and President 11
Mgmt For For Determine Number of Members (10) and
Deputy Members (0) of Board
12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2 Million for Chairman, and SEK 688,000 for Other Directors; Approve Remuneration for Committee Work
13
Mgmt Against For Reelect Leif Östling as Director 14.1
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Peter Grafoner as Director 14.2
Mgmt Against For Reelect Lars Wedenborn as Director 14.3
Voter Rationale: We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Baba Kalyani as Director 14.4
Mgmt For For Reelect Hock Goh as Director 14.5
Mgmt For For Reelect Marie Bredberg as Director 14.6
Mgmt Against For Reelect Nancy Gougarty as Director 14.7
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Alrik Danielson as Director 14.8
Mgmt Against For Elect Ronnie Leten as Director 14.9
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 Barb Samardzich as Director 14.10
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Leif Östling as Board Chairman 15
Mgmt For For Approve Remuneration of Auditors 16
Mgmt For For Ratify PWC as Auditors Until AGM 2021 17
Page 1,091 of 1,384
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SKF AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
18
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.
Mgmt Against For Approve 2017 Performance Share Program 19
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee
20
Sky plc
Meeting Date: 10/12/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SKY
Primary ISIN: GB0001411924 Primary SEDOL: 0141192
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt Against For Approve Remuneration Policy 2
Mgmt Against For Approve Remuneration Report 3
Mgmt For For Re-elect Jeremy Darroch as Director 4
Mgmt For For Re-elect Andrew Griffith as Director 5
Mgmt For For Re-elect Tracy Clarke as Director 6
Mgmt Against For Re-elect Martin Gilbert as Director 7
Mgmt For For Re-elect Adine Grate as Director 8
Mgmt For For Re-elect Matthieu Pigasse as Director 9
Mgmt For For Re-elect Andy Sukawaty as Director 10
Mgmt For For Elect Katrin Wehr-Seiter as Director 11
Mgmt Against For Re-elect James Murdoch as Director 12
Mgmt For For Re-elect Chase Carey as Director 13
Mgmt For For Re-elect John Nallen as Director 14
Page 1,092 of 1,384
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Sky plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reappoint Deloitte LLP as Auditors and
Authorise Their Remuneration
15
Mgmt Against For Authorise EU Political Donations and
Expenditure
16
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
19
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
20
SLM Solutions Group AG
Meeting Date: 06/02/2017 Country: Germany
Meeting Type: Annual Ticker: AM3D
Primary ISIN: DE000A111338 Primary SEDOL: BMHTHK2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
2
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016
3
Voter Rationale: <p>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.</p>
Mgmt For For Approve Remuneration of Supervisory Board 4
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors
for Fiscal 2017
5
Mgmt Against For Approve Remuneration System for
Management Board Members
6
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Furthermore, 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.</p>
Page 1,093 of 1,384
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SM Investments Corporation
Meeting Date: 04/26/2017 Country: Philippines
Meeting Type: Annual Ticker: SM
Primary ISIN: PHY806761029 Primary SEDOL: B068DB9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve the Minutes of Stockholders' Annual Meeting Held on April 27, 2016
Mgmt For For
Mgmt For For Approve the Annual Report 2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Ratify All Acts and Resolutions of the Board of Directors and Executive Officers
3
Mgmt Elect 8 Directors by Cumulative Voting
Mgmt Withhold For Elect Teresita T. Sy as Director 4.1
Voter Rationale: 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 Elect Henry T. Sy, Jr. as Director 4.2
Mgmt For For Elect Harley T. Sy as Director 4.3
Mgmt For For Elect Jose T. Sio as Director 4.4
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Joseph R. Higdon as Director 4.5
Mgmt For For Elect Tomasa H. Lipana as Director 4.6
Mgmt For For Elect Alfredo E. Pascual as Director 4.7
Mgmt For For Elect Frederic C. DyBuncio as Director 4.8
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect SyCip Gorres Velayo & Co. as External
Auditor
5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Other Matters 6
Voter Rationale: Any Other Business should not be a voting item.
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SMA Solar Technology AG
Meeting Date: 05/23/2017 Country: Germany
Meeting Type: Annual Ticker: S92
Primary ISIN: DE000A0DJ6J9 Primary SEDOL: B3B20H2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.26 per Share
2
Mgmt For For Approve Discharge of Management Board Member Roland Grebe for Fiscal 2016
3.1
Mgmt For For Approve Discharge of Management Board Member Juergen Reinert for Fiscal 2016
3.2
Mgmt For For Approve Discharge of Management Board Member Pierre-Pascal Urbon for Fiscal 2016
3.3
Mgmt For For Approve Discharge of Supervisory Board Member Roland Bent for Fiscal 2016
4.1
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Oliver Dietzel for Fiscal 2016
4.2
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Peter Drews for Fiscal 2016
4.3
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Erik Ehrentraut for Fiscal 2016
4.4
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Kim Fausing for Fiscal 2016
4.5
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Johannes Haede for Fiscal 2016
4.6
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Heike Haigis for Fiscal 2016
4.7
Voter Rationale: <p>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.</p>
Page 1,095 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
SMA Solar Technology AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Supervisory Board
Member Winfried Hoffmann for Fiscal 2016
4.8
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Alexa Hergenroether for Fiscal 2016
4.9
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Yvonne Siebert for Fiscal 2016
4.10
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board Member Matthias Victor for Fiscal 2016
4.11
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Hans-Dieter Werner for Fiscal 2016
4.12
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Supervisory Board
Member Reiner Wettlaufer for Fiscal 2016
4.13
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal 2017 5
Mgmt Against For Approve Remuneration System for Management
Board Members
6
Voter Rationale: <p>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.</p>
Mgmt For For Elect Alexa Hergenroether to the Supervisory Board
7
Smiles SA
Meeting Date: 03/17/2017 Country: Brazil
Meeting Type: Annual Ticker: SMLE3
Primary ISIN: BRSMLEACNOR1 Primary SEDOL: B97PYY2
Page 1,096 of 1,384
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Smiles SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports for Fiscal Year Ended Dec. 31, 2016
Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends 2
Mgmt For For Approve Remuneration of Company's
Management
3
Mgmt For For Fix Number of Directors 4
Mgmt For For Elect Directors 5
SH Do Not Vote None Elect Director Appointed by Minority
Shareholder
5.1
Smiles SA
Meeting Date: 03/17/2017 Country: Brazil
Meeting Type: Special Ticker: SMLE3
Primary ISIN: BRSMLEACNOR1 Primary SEDOL: B97PYY2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Amend Article 5 to Reflect Changes in Capital Mgmt For For
Smith & Nephew plc
Meeting Date: 04/06/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SN.
Primary ISIN: GB0009223206 Primary SEDOL: 0922320
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Policy 2
Voter Rationale: Whilst the company maintains service contracts that may allow for a bonus payment during the notice period we welcome the improvements made during the year and consider a vote For this resolution to be appropriate.
Mgmt For For Approve Remuneration Report 3
Page 1,097 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Smith & Nephew plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Final Dividend 4
Mgmt For For Elect Graham Baker as Director 5
Mgmt For For Re-elect Vinita Bali as Director 6
Mgmt For For Re-elect Ian Barlow as Director 7
Mgmt For For Re-elect Olivier Bohuon as Director 8
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Re-elect Baroness Virginia Bottomley as Director 9
Mgmt For For Re-elect Erik Engstrom as Director 10
Mgmt For For Re-elect Robin Freestone as Director 11
Mgmt For For Re-elect Michael Friedman as Director 12
Mgmt For For Re-elect Joseph Papa as Director 13
Mgmt For For Re-elect Roberto Quarta as Director 14
Mgmt For For Reappoint KPMG LLP as Auditors 15
Mgmt For For Authorise Board to Fix Remuneration of Auditors 16
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
18
Mgmt For For Authorise Market Purchase of Ordinary Shares 19
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
20
Smurfit Kappa Group plc
Meeting Date: 05/05/2017 Country: Ireland
Meeting Type: Annual Ticker: SK3
Primary ISIN: IE00B1RR8406 Primary SEDOL: B1RR828
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Page 1,098 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Smurfit Kappa Group plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Report 2
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Remuneration Policy 3
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Final Dividend 4
Mgmt For For Elect Ken Bowles as Director 5a
Mgmt For For Elect Jorgen Rasmussen as Director 5b
Mgmt For For Re-elect Liam O'Mahony as Director 6a
Mgmt For For Re-elect Anthony Smurfit as Director 6b
Mgmt For For Re-elect Frits Beurskens as Director 6c
Mgmt For For Re-elect Christel Bories as Director 6d
Mgmt For For Re-elect Irial Finan as Director 6e
Mgmt For For Re-elect James Lawrence as Director 6f
Mgmt For For Re-elect John Moloney as Director 6g
Mgmt For For Re-elect Roberto Newell as Director 6h
Mgmt For For Re-elect Gonzalo Restrepo as Director 6i
Mgmt For For Re-elect Rosemary Thorne as Director 6j
Mgmt For For Authorise Board to Fix Remuneration of Auditors 7
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
8
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
9
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
10
Mgmt For For Authorise Market Purchase of Ordinary Shares 11
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
12
Page 1,099 of 1,384
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Snam SpA
Meeting Date: 04/11/2017 Country: Italy
Meeting Type: Annual Ticker: SRG
Primary ISIN: IT0003153415 Primary SEDOL: 7251470
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 2
Mgmt For For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares
3
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Mgmt Against For Approve 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 a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Against For Approve Remuneration Policy 5
Voter Rationale: Remuneration committee should not allow vesting of incentive awards for below median performance. 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. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Snam SpA
Meeting Date: 09/27/2017 Country: Italy
Meeting Type: Bondholder Ticker: SRG
Primary ISIN: IT0003153415 Primary SEDOL: 7251470
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Meeting for Holders of EUR 500,000,000 1.500 per cent. notes, due 24 April 2019 with ISIN:
XS1061410962
Mgmt
Page 1,100 of 1,384
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Snam SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Approve Extraordinary Resolution as per
Meeting Notice
1
Snam SpA
Meeting Date: 09/27/2017 Country: Italy
Meeting Type: Bondholder Ticker: SRG
Primary ISIN: IT0003153415 Primary SEDOL: 7251470
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for Holders of EUR 1,250,000,000 0.875 per cent. notes, due 25 October 2026, with ISIN: XS1505573482
Mgmt
Mgmt Do Not Vote For Approve Extraordinary Resolution as per Meeting Notice
1
Societe Bic
Meeting Date: 05/10/2017 Country: France
Meeting Type: Annual/Special Ticker: BB
Primary ISIN: FR0000120966 Primary SEDOL: 5298781
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Voter Rationale: <p>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.</p>
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 3.45 per Share
3
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 502,400
4
Page 1,101 of 1,384
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Societe Bic Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
5
Voter Rationale: <p>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.</p>
Mgmt Against For Reelect Francois Bich as Director 6
Voter Rationale: <p>Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.</p>
Mgmt For For Reelect Marie-Pauline Chandon-Moet as Director 7
Mgmt For For Elect Candace Matthews as Director 8
Mgmt For For Renew Appointment of Deloitte et Associes as Auditor
9
Voter Rationale: <p>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.</p>
Mgmt For For Renew Appointment of BEAS as Alternate Auditor
10
Voter Rationale: <p>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.</p>
Mgmt For For Renew Appointment of Grant Thornton as
Auditor
11
Voter Rationale: <p>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.</p>
Mgmt For For Renew Appointment of IGEC as Alternate
Auditor
12
Voter Rationale: <p>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.</p>
Mgmt For For Non-Binding Vote on Compensation of Bruno Bich, Chairman of the Board, and then Chairman and CEO
13
Mgmt Against For Non-Binding Vote on Compensation of Mario
Guevara, CEO
14
Voter Rationale: <p>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.</p>
Mgmt For For Non-Binding Vote on Compensation of Francois Bich, Vice-CEO
15
Mgmt Against For Non-Binding Vote on Compensation of Gonzalve Bich, Vice-CEO
16
Voter Rationale: <p>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.</p>
Mgmt Against For Non-Binding Vote on Compensation of James DiPietro, Vice-CEO
17
Voter Rationale: <p>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.</p>
Page 1,102 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Societe Bic Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Non-Binding Vote on Compensation of
Marie-Aimee Bich-Dufour, Vice-CEO
18
Voter Rationale: <p>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.</p>
Mgmt Against For Approve Remuneration Policy of Chairman of the Board, CEO and Vice-CEOs
19
Voter Rationale: <p>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.</p>
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
20
Mgmt For For Insert Article 10 bis of Bylaws Re: Employee Representative
21
Mgmt For For Authorize Filing of Required Documents/Other Formalities
22
Societe Generale
Meeting Date: 05/23/2017 Country: France
Meeting Type: Annual Ticker: GLE
Primary ISIN: FR0000130809 Primary SEDOL: 5966516
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
1
Mgmt For For Approve Financial Statements and Statutory
Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.20 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions and Acknowledge the Absence of New Transactions
4
Mgmt For For Approve Severance Agreement and
Non-Compete Agreement with Frederic Oudea
5
Mgmt For For Approve Severance Agreement and Non-Compete Agreement with Severin Cabannes
6
Mgmt For For Approve Severance Agreement and Non-Compete Agreement with Bernardo Sanchez Incera
7
Page 1,103 of 1,384
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Societe Generale Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Pension Scheme, Severance Agreement
and Non-Compete Agreement with Didier Valet
8
Mgmt For For Approve Remuneration Policy of Chairman of
the Board, CEO, and Vice CEOs
9
Mgmt For For Non-Binding Vote on Compensation of Lorenzo
Bini Smaghi, Chairman of the Board
10
Mgmt Against For Non-Binding Vote on Compensation of Frederic
Oudea, CEO
11
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Non-Binding Vote on Compensation of Severin Cabannes and Bernardo Sanchez Incera, Vice
CEOs
12
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Non-Binding Vote on the Aggregate Remuneration Granted in 2016 to Certain Senior Management, Responsible Officers, and Risk-Takers
13
Mgmt For For Reelect Alexandra Schaapveld as Director 14
Mgmt For For Reelect Jean-Bernard Levy as Director 15
Mgmt For For Elect William Connelly as Director 16
Mgmt For For Elect Lubomira Rochet as Director 17
Mgmt For For Authorize Repurchase of Up to 5 Percent of Issued Share Capital
18
Mgmt For For Authorize Filing of Required Documents/Other Formalities
19
Soda Sanayii AS
Meeting Date: 03/28/2017 Country: Turkey
Meeting Type: Annual Ticker: SODA
Primary ISIN: TRASODAS91E5 Primary SEDOL: B03MXL4
Page 1,104 of 1,384
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Soda Sanayii AS
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Elect Presiding Council of Meeting and Authorize
Presiding Council to Sign the Meeting Minutes
1
Mgmt For For Accept Statutory Reports 2
Voter Rationale: <p>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.</p>
Mgmt For For Accept Financial Statements 3
Voter Rationale: <p>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.</p>
Mgmt For For Approve Discharge of Board 4
Mgmt For For Elect Directors 5
Voter Rationale: <p>The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.</p>
Mgmt Against For Approve Director Remuneration 6
Voter Rationale: <p>Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.</p>
Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose
7
Mgmt For For Approve Allocation of Income 8
Mgmt Against For Increase Authorized Share Capital 9
Voter Rationale: <p>Any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.</p>
Mgmt Against For Ratify External Auditors 10
Voter Rationale: <p>Companies should disclose information on the auditor and fees paid to the auditor, and specify any non-audit work undertaken by the auditor.</p>
Mgmt Against For Approve Upper Limit of Donations for 2017 and Receive Information on Donations Made in Previous Fiscal Year
11
Voter Rationale: <p>Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p>
Mgmt Receive Information on the Guarantees, Pledges, and Mortgages Provided by the Company to Third Parties
12
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Software AG
Meeting Date: 05/17/2017 Country: Germany
Meeting Type: Annual Ticker: SOW
Primary ISIN: DE0003304002 Primary SEDOL: 4755135
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.60 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016
4
Voter Rationale: <p>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.</p>
Mgmt For For Ratify BDO AG as Auditors for Fiscal 2017 5
Voter Rationale: <p>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.</p>
Mgmt For For Approve Conversion of Bearer Shares into
Registered Shares
6
Mgmt For For Approve Remuneration of Supervisory Board 7
Solutions 30 SE
Meeting Date: 05/19/2017 Country: Luxembourg
Meeting Type: Annual Ticker: ALS30
Primary ISIN: FR0013188844 Primary SEDOL: BD82K42
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Receive and Approve Board's and Auditor's Reports
1
Mgmt For For Approve Financial Statements 2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Allocation of Income and Dividends 3
Mgmt For For Receive Consolidated Financial Statements and Statutory Reports (Non-Voting)
4
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Solutions 30 SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
5
Mgmt For For Approve Discharge of Directors and Auditors 6
Mgmt Against For Reelect Jean-Marie Descarpentries, Jean Morission de la Bassetiere, Francesco Serafini and the Company Osconseil as Directors
7
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Against For Elect Emmanuel Journe and Caroline Tissot as Directors
8
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Against For Renew Appointment of Grant Thornton Lux Audit S.A. as Auditor
9
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor
Solvay SA
Meeting Date: 05/09/2017 Country: Belgium
Meeting Type: Annual Ticker: SOLB
Primary ISIN: BE0003470755 Primary SEDOL: 4821100
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Receive Directors' and Auditors' Reports (Non-Voting)
1
Mgmt Against For Approve Remuneration Report 2
Voter Rationale: All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt Receive Consolidated Financial Statements and
Statutory Reports (Non-Voting)
3
Mgmt For For Approve Financial Statements, Allocation of
Income, and Dividends of EUR 3.45 per Share
4
Mgmt For For Approve Discharge of Directors 5.1
Mgmt For For Approve Discharge of Auditors 5.2
Mgmt Receive Information Re: End of Mandates of
Directors
6.a
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Solvay SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Nicolas Boel as Director 6.b.1
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an 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, Further, we oppose the payment of the Acquisition Award, we would expect the performance of the executives in relation to the acquisition to be accounted for in the Short-term incentive.
Mgmt For For Reelect Jean-Pierre Clamadieu as Director 6.b.2
Mgmt Against For Reelect Bernard de Laguiche as Director 6.b.3
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Herve Coppens d'Eeckenbrugge as Director
6.b.4
Mgmt For For Reelect Evelyn du Monceau as Director 6.b.5
Mgmt Against For Reelect Francoise de Viron as Director 6.b.6
Voter Rationale: We oppose the payment of the Acquisition Award, we would expect the performance of the executives in relation to the acquisition to be accounted for in the Short-term incentive.
Mgmt Against For Reelect Amparo Moraleda as Director 6.b.7
Voter Rationale: We oppose the payment of the Acquisition Award, we would expect the performance of the executives in relation to the acquisition to be accounted for in the Short-term incentive.
Mgmt For For Indicate Herve Coppens d'Eeckenbrugge as
Independent Board Member
6.c.1
Mgmt Against For Indicate Evelyn du Monceau as Independent
Board Member
6.c.2
Voter Rationale: We oppose the payment of the Acquisition Award, we would expect the performance of the executives in relation to the acquisition to be accounted for in the Short-term incentive.
Mgmt For For Indicate Francoise de Viron as Independent
Board Member
6.c.3
Mgmt For For Indicate Amparo Moraleda as Independent
Board Member
6.c.4
Mgmt For For Elect Agnes Lemarchand as Director 6.d
Mgmt For For Indicate Agnes Lemarchand as Independent
Board Member
6.e
Mgmt Transact Other Business 7
Sophos Group plc
Meeting Date: 09/07/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SOPH
Primary ISIN: GB00BYZFZ918 Primary SEDOL: BYZFZ91
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Sophos Group plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt Against For Approve Remuneration Report 2
Voter Rationale: Whilst we recognise the US steer on pay at this company and recent Listing, we consider the granting of restricted stock without performance targets, particularly over a relatively short period to be incompatible with long-term shareholder interests. In addition, having directors incentivised above normal contractual provisions in a change of control situation is not consider to be appropriate. We recognise the improvement in disclosure year on year and that the company is recently Listed, we are not comfortable supporting the remuneration report. The company should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Final Dividend 3
Mgmt For For Elect Rick Medlock as Director 4
Mgmt For For Elect Vin Murria as Director 5
Mgmt For For Re-elect Sandra Bergeron as Director 6
Mgmt For For Re-elect Nick Bray as Director 7
Mgmt For For Re-elect Peter Gyenes as Director 8
Mgmt For For Re-elect Kris Hagerman as Director 9
Mgmt For For Re-elect Roy Mackenzie as Director 10
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. The company recently Listed in July 2015 and has stated an intention to move towards compliance with the UK Code. Two new independent NEDs have been appointed during the year. On this basis we will support the resolution and continue to monitor the progress of the company.
Mgmt For For Re-elect Steve Munford as Director 11
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. The company recently Listed in July 2015 and has stated an intention to move towards compliance with the UK Code. Two new independent NEDs have been appointed during the year. On this basis we will support the resolution and continue to monitor the progress of the company.
Mgmt For For Re-elect Salim Nathoo as Director 12
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. The company recently Listed in July 2015 and has stated an intention to move towards compliance with the UK Code. Two new independent NEDs have been appointed during the year. On this basis we will support the resolution and continue to monitor the progress of the company.
Mgmt For For Re-elect Paul Walker as Director 13
Mgmt For For Reappoint KPMG LLP as Auditors 14
Mgmt For For Authorise the Audit and Risk Committee to Fix Remuneration of Auditors
15
Mgmt For For Authorise EU Political Donations and Expenditure
16
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
17
Page 1,109 of 1,384
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Sophos Group plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
19
Mgmt For For Authorise Market Purchase of Ordinary Shares 20
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
21
Mgmt For For Approve Ratification of Payments to
Non-executive Directors
22
Mgmt For For Adopt New Articles of Association 23
Spark New Zealand Limited
Meeting Date: 11/03/2017 Country: New Zealand
Meeting Type: Annual Ticker: SPK
Primary ISIN: NZTELE0001S4 Primary SEDOL: 6881500
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Authorize the Board to Fix Remuneration of the Auditors
Mgmt For For
Mgmt For For Elect Paul Berriman as Director 2
Mgmt For For Elect Charles Sitch as Director 3
Mgmt For For Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors
4
Spectris plc
Meeting Date: 05/26/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SXS
Primary ISIN: GB0003308607 Primary SEDOL: 0330860
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
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Spectris plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: <p>Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.</p>
Mgmt For For Approve Remuneration Report 3
Mgmt For For Approve Final Dividend 4
Mgmt For For Elect Kjersti Wiklund as Director 5
Mgmt For For Re-elect Dr John Hughes as Director 6
Mgmt For For Re-elect John O'Higgins as Director 7
Mgmt For For Re-elect Russell King as Director 8
Mgmt For For Re-elect Ulf Quellmann as Director 9
Mgmt For For Re-elect Bill Seeger as Director 10
Mgmt For For Re-elect Clive Watson as Director 11
Mgmt For For Re-elect Martha Wyrsch as Director 12
Mgmt For For Appoint Deloitte LLP as Auditors 13
Mgmt For For Authorise Board to Fix Remuneration of Auditors 14
Mgmt For For Approve Performance Share Plan 15
Mgmt For For Approve Savings Related Share Option Scheme 16
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
19
Mgmt For For Authorise Market Purchase of Ordinary Shares 20
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
21
Sponda Oyj
Meeting Date: 03/20/2017 Country: Finland
Meeting Type: Annual Ticker: SDA1V
Primary ISIN: FI0009006829 Primary SEDOL: 5472563
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Sponda Oyj
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(s) of Minutes of Meeting 3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory
Reports
6
Mgmt For For Accept Financial Statements and Statutory
Reports
7
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.08 Per Share
8
Mgmt For For Approve Dividends of EUR 0.12 Per Share 9
Mgmt For For Approve Discharge of Board and President 10
Mgmt For For Approve Remuneration of EUR 66,000 for Chairman, EUR 40,000 for Vice Chairman and EUR 33,000 for Other Directors; Approve
Meeting Fees
11
Mgmt For For Fix Number of Directors at Seven 12
Mgmt For For Reelect Kaj-Gustaf Bergh, Christian Elfving, Paul Hartwall, Outi Henriksson, Leena Laitinen, Juha Metsala and Raimo Valo as Directors
13
Voter Rationale: <p>The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.</p>
Mgmt Against For Approve Remuneration of Auditors 14
Voter Rationale: <p>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. Furthermore, 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.</p>
Mgmt For For Appoint Auditors and Deputy Auditors 15
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Share Repurchase Program 16
Mgmt For For Approve Issuance of up to 33.9 Million Shares without Preemptive Rights
17
Mgmt For For Amend Articles Re: Nomination Committee Charter
18
Mgmt Close Meeting 19
Page 1,112 of 1,384
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SSAB AB
Meeting Date: 04/06/2017 Country: Sweden
Meeting Type: Annual Ticker: SSAB A
Primary ISIN: SE0000171100 Primary SEDOL: B17H0S8
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt Receive Financial Statements and Statutory Reports; Receive Chairman's Report; Receive
CEO's Report; Receive Auditors Report
6
Mgmt For For Accept Financial Statements and Statutory Reports
7a
Mgmt For For Approve Allocation of Income and Omission of Dividends
7b
Mgmt For For Approve Discharge of Board and President 7c
Mgmt For For Determine Number of Directors (9) and Deputy Directors (0) of Board
8
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.65 Million to Chair and SEK 550,000 to Other Directors; Approve Remuneration for Committee Work; Approve
Remuneration of Auditors
9
Mgmt Against For Reelect Petra Einarsson, Marika Fredriksson, Bengt Kjell, Matti Lievonen, Martin Lindqvist, Annika Lundius, John Tulloch and Lars Westerberg as Directors; Elect Pasi Laine as
New Director
10
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt For For Reelect Bengt Kjell as Board Chairman 11
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 12
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Page 1,113 of 1,384
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SSAB AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Shareholder Proposals Submitted by Thorwald
Arvidsson
SH Against None Adopt a Zero Vision Regarding Accidents at the
Workplace
14a
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Instruct the Board to Set Up a Working Group to Implement the Vision Relating to Item 14a
14b
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Require the Results from the Working Group Concerning Item 14a to be Reported to the
AGM
14c
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Adopt a Vision for Absolute Gender Equality on All Levels Within the Company
14d
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity Diversification Within the Company
14e
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Require the Results from the Working Group Concerning Item 14e to be Reported to the AGM
14f
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Request Board to Take Necessary Action to
Create a Shareholders' Association
14g
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Prohibit Directors from Being Able to Invoice Director's Fees via Swedish and Foreign Legal
Entities
14h
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Instruct the Nomination Committee to Pay Extra Attention to Questions Concerning Ethics,
Gender, and Ethnicity
14i
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
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SSAB AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Instruct the Board to Prepare a Proposal for the Representation of Small- and Midsized Shareholders in the Board and Nomination Committee
14j
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Request Board to Propose to the Appropriate Authority to Bring About a Changed Regulation
in the Area Relating to Item 14h
14k
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Request Board to Propose to the Swedish Government Legislation on the Abolition of Voting Power Differences in Swedish Limited Liability Companies
14l
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Request Board to Propose to the Swedish Government Legislation on Former Politicians on Corporate Boards
14m
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Amend Articles Re: Equal Voting Rights of
Shares
15
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
SH Against None Amend Articles Re: Former Politicians on the
Board of Directors
16
Voter Rationale: A vote against this item is warranted due to the proposal seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.
Mgmt Close Meeting 17
SSE plc
Meeting Date: 07/20/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SSE
Primary ISIN: GB0007908733 Primary SEDOL: 0790873
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Page 1,115 of 1,384
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SSE plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Final Dividend 3
Mgmt For For Re-elect Gregor Alexander as Director 4
Mgmt For For Re-elect Jeremy Beeton as Director 5
Mgmt For For Re-elect Katie Bickerstaffe as Director 6
Mgmt For For Re-elect Sue Bruce as Director 7
Mgmt For For Re-elect Crawford Gillies as Director 8
Mgmt For For Re-elect Richard Gillingwater as Director 9
Voter Rationale: <p>Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.</p>
Mgmt For For Re-elect Peter Lynas as Director 10
Mgmt For For Re-elect Helen Mahy as Director 11
Mgmt For For Re-elect Alistair Phillips-Davies as Director 12
Mgmt For For Reappoint KPMG LLP as Auditors 13
Voter Rationale: <p>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.</p>
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
14
Voter Rationale: <p>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.</p>
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
15
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
16
Mgmt For For Authorise Market Purchase of Ordinary Shares 17
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
18
SSP Group plc
Meeting Date: 03/13/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SSPG
Primary ISIN: GB00BNGWY422 Primary SEDOL: BNGWY42
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
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SSP Group plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Report 2
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Final Dividend 3
Mgmt For For Re-elect Vagn Sorensen as Director 4
Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.
Mgmt For For Re-elect John Barton as Director 5
Mgmt For For Re-elect Kate Swann as Director 6
Mgmt For For Re-elect Jonathan Davies as Director 7
Mgmt For For Re-elect Ian Dyson as Director 8
Mgmt For For Re-elect Denis Hennequin as Director 9
Mgmt For For Re-elect Per Utnegaard as Director 10
Mgmt For For Reappoint KPMG LLP as Auditors 11
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise Board to Fix Remuneration of Auditors 12
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise EU Political Donations and
Expenditure
13
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
15
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
16
Mgmt For For Authorise Market Purchase of Ordinary Shares 17
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
18
St. James's Place plc
Meeting Date: 05/04/2017 Country: United Kingdom
Meeting Type: Annual Ticker: STJ
Primary ISIN: GB0007669376 Primary SEDOL: 0766937
Page 1,117 of 1,384
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St. James's Place plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Re-elect Sarah Bates as Director 3
Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.
Mgmt For For Re-elect David Bellamy as Director 4
Mgmt For For Re-elect Iain Cornish as Director 5
Mgmt For For Re-elect Andrew Croft as Director 6
Mgmt For For Re-elect Ian Gascoigne as Director 7
Mgmt For For Re-elect Simon Jeffreys as Director 8
Mgmt For For Re-elect David Lamb as Director 9
Mgmt For For Re-elect Patience Wheatcroft as Director 10
Mgmt For For Re-elect Roger Yates as Director 11
Mgmt For For Approve Remuneration Report 12
Mgmt For For Approve Remuneration Policy 13
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors
14
Mgmt For For Authorise Board to Fix Remuneration of Auditors 15
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
16
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
17
Mgmt For For Authorise Market Purchase of Ordinary Shares 18
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
19
Mgmt For For Adopt New Articles of Association 20
St. Modwen Properties PLC
Meeting Date: 03/29/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SMP
Primary ISIN: GB0007291015 Primary SEDOL: 0729101
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St. Modwen Properties PLC
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Voter Rationale: Whilst we are supportive of the pay arrangements on this occasion, we do urge restraint with regard to future pay increases due to the above market levels of pay offered to the newly appointed CEO. Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Remuneration Policy 3
Mgmt For For Approve Final Dividend 4
Mgmt For For Elect Mark Allan as Director 5
Mgmt For For Re-elect Ian Bull as Director 6
Mgmt For For Re-elect Steve Burke as Director 7
Mgmt For For Re-elect Kay Chaldecott as Director 8
Mgmt For For Re-elect Simon Clarke as Director 9
Mgmt For For Re-elect Rob Hudson as Director 10
Mgmt For For Re-elect Lesley James as Director 11
Mgmt For For Re-elect Richard Mully as Director 12
Mgmt For For Re-elect Bill Shannon as Director 13
Mgmt For For Appoint KPMG LLP as Auditors 14
Mgmt For For Authorise the Audit Committee to Fix
Remuneration of Auditors
15
Mgmt For For Approve Performance Share Plan 16
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Employee Share Option Plan 17
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
19
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
20
Mgmt For For Authorise Market Purchase of Ordinary Shares 21
Mgmt For For Authorize the Company to Call General Meeting with Two Weeks' Notice
22
Page 1,119 of 1,384
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Stada Arzneimittel AG
Meeting Date: 08/30/2017 Country: Germany
Meeting Type: Annual Ticker: SAZ
Primary ISIN: DE0007251803 Primary SEDOL: 5386750
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.72 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016
4
Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2017
5
Mgmt Against For Approve Remuneration System for Management Board Members
6
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt Against None Voting Instructions for Motions or Nominations by Shareholders that are not Made Accessible Before the AGM and that are Made or Amended in the Course of the AGM
7
Voter Rationale: <p>Any Other Business should not be a voting item.</p>
Staffline Group plc
Meeting Date: 05/18/2017 Country: United Kingdom
Meeting Type: Annual Ticker: STAF
Primary ISIN: GB00B040L800 Primary SEDOL: B040L80
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Final Dividend 3
Mgmt For For Elect Tracy Lewis as Director 4
Page 1,120 of 1,384
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Staffline Group plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Christopher Pullen as Director 5
Mgmt For For Re-elect Andrew Hogarth as Director 6
Mgmt For For Re-elect John Crabtree as Director 7
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors and Authorise Their Remuneration
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 Market Purchase of Ordinary Shares 11
Standard Chartered PLC
Meeting Date: 05/03/2017 Country: United Kingdom
Meeting Type: Annual Ticker: STAN
Primary ISIN: GB0004082847 Primary SEDOL: 0408284
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Elect Jose Vinals as Director 3
Mgmt For For Re-elect Om Bhatt as Director 4
Mgmt For For Re-elect Dr Kurt Campbell as Director 5
Mgmt For For Re-elect Dr Louis Cheung as Director 6
Mgmt For For Re-elect David Conner as Director 7
Mgmt For For Re-elect Dr Byron Grote as Director 8
Mgmt For For Re-elect Andy Halford as Director 9
Mgmt For For Re-elect Dr Han Seung-soo as Director 10
Mgmt For For Re-elect Christine Hodgson as Director 11
Mgmt For For Re-elect Gay Huey Evans as Director 12
Mgmt For For Re-elect Naguib Kheraj as Director 13
Mgmt For For Re-elect Jasmine Whitbread as Director 14
Page 1,121 of 1,384
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Standard Chartered PLC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Bill Winters as Director 15
Mgmt For For Reappoint KPMG LLP as Auditors 16
Voter Rationale: <p>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.</p>
Mgmt For For Authorise Board to Fix Remuneration of Auditors 17
Voter Rationale: <p>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.</p>
Mgmt For For Authorise EU Political Donations and Expenditure
18
Mgmt For For Approve Scrip Dividend Program 19
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
20
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
21
Mgmt For For Authorise Issue of Equity in Relation to Equity Convertible Additional Tier 1 Securities
22
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
23
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
24
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Relation to Equity Convertible
Additional Tier 1 Securities
25
Mgmt For For Authorise Market Purchase of Ordinary Shares 26
Mgmt For For Authorise Market Purchase of Preference Shares 27
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
28
Staples, Inc.
Meeting Date: 06/12/2017 Country: USA
Meeting Type: Annual Ticker: SPLS
Primary ISIN: US8550301027 Primary SEDOL: 2841489
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Drew G. Faust Mgmt For For
Page 1,122 of 1,384
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Staples, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Curtis Feeny 1b
Mgmt For For Elect Director Paul-Henri Ferrand 1c
Mgmt For For Elect Director Shira Goodman 1d
Mgmt For For Elect Director Deborah A. Henretta 1e
Mgmt For For Elect Director Kunal S. Kamlani 1f
Mgmt For For Elect Director John F. Lundgren 1g
Mgmt For For Elect Director Robert E. Sulentic 1h
Mgmt For For Elect Director Vijay Vishwanath 1i
Mgmt Against For Elect Director Paul F. Walsh 1j
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Amend Executive Incentive Bonus Plan 4
Mgmt For For Ratify Ernst & Young LLP as Auditors 5
Voter Rationale: <p>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.</p>
Staples, Inc.
Meeting Date: 09/06/2017 Country: USA
Meeting Type: Special Ticker: SPLS
Primary ISIN: US8550301027 Primary SEDOL: 2841489
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Merger Agreement Mgmt For For
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Staples, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Advisory Vote on Golden Parachutes 2
Voter Rationale: <p>While cash severance payments are payable only upon a qualifying termination and are reasonably based, the CEO and other NEOs are eligible to receive problematic excise tax gross-up payments. These arrangements contradict a prior company policy of not providing such gross-ups. In addition, equity award vesting will automatically accelerate for all outstanding awards in connection with the merger, including recently granted performance-conditioned awards. Furthermore, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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.</p>
Mgmt For For Adjourn Meeting 3
Starbucks Corporation
Meeting Date: 03/22/2017 Country: USA
Meeting Type: Annual Ticker: SBUX
Primary ISIN: US8552441094 Primary SEDOL: 2842255
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Howard Schultz Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against For Elect Director William W. Bradley 1b
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Rosalind Brewer 1c
Mgmt For For Elect Director Mary N. Dillon 1d
Mgmt For For Elect Director Robert M. Gates 1e
Mgmt For For Elect Director Mellody Hobson 1f
Mgmt For For Elect Director Kevin R. Johnson 1g
Mgmt For For Elect Director Jorgen Vig Knudstorp 1h
Mgmt For For Elect Director Satya Nadella 1i
Mgmt For For Elect Director Joshua Cooper Ramo 1j
Mgmt For For Elect Director Clara Shih 1k
Mgmt For For Elect Director Javier G. Teruel 1l
Mgmt Against For Elect Director Myron E. Ullman, III 1m
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Page 1,124 of 1,384
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Starbucks Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Craig E. Weatherup 1n
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Further, with regard to the implementation of Proxy Access, the board should seek to align the bylaw with the proposal that was approved at the 2016 AGM. Mr. Weatherup, as Chair of the Governance committee, should not have allowed such a restrictive implementation.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, short term performance targets have been relaxed despite a failure to meet the 2016 targets. Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Moreover, there has been a decrease in the performance based element of the long-term incentive. A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 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.
SH For Against Amend Proxy Access Right 5
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.
Statoil ASA
Meeting Date: 05/11/2017 Country: Norway
Meeting Type: Annual Ticker: STL
Primary ISIN: NO0010096985 Primary SEDOL: 7133608
Did Not Vote Due to Ballot Shareblocking
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt Registration of Attending Shareholders and Proxies
2
Mgmt Do Not Vote For Elect Chairman of Meeting; Designate Inspector(s) of Minutes of Meeting
3
Mgmt Do Not Vote For Approve Notice of Meeting and Agenda 4
Mgmt Do Not Vote For Designate Inspector(s) of Minutes of Meeting 5
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Statoil ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of USD 0.22 Per Share
6
Mgmt Do Not Vote For Authorize Board to Distribute Quarterly
Dividends
7
Mgmt Do Not Vote For Approve Creation of Pool of Capital with Preemptive Rights in Connection with Payment of Dividend for Fourth Quarter 2016
8a
Mgmt Do Not Vote For Approve Creation of Pool of Capital with Preemptive Rights in Connection With Payment of Dividend for First Quarter to Third Quarter 2017
8b
Mgmt Shareholder Proposals
SH Do Not Vote Against Abstain from Drilling Exploration Wells in the
Barents Sea
9
SH Do Not Vote Against Discontinuation of Exploration Activities and
Test Drilling for Fossil Energy Resources
10
SH Do Not Vote Against Mandate the Board to Appoint new Chief Geologist and Mandate to Reinstate Updated Versions of Pre-Merger Actuarial Based Risk Management Processes
11
Mgmt Management Proposals
Mgmt Do Not Vote For Approve Company's Corporate Governance
Statement
12
Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management (Advisory)
13.1
Mgmt Do Not Vote For Approve Remuneration Linked to Development
of Share Price (Binding)
13.2
Mgmt Do Not Vote For Approve Remuneration of Auditors 14
Mgmt Do Not Vote For Approve Remuneration of Corporate Assembly in the Amount of NOK 122,400 for Chairman, NOK 64,500 for Deputy Chair, NOK 45,300 for Other Members and NOK 6,450 Per Meeting for
Deputy Members
15
Mgmt Do Not Vote For Approve Remuneration of Nominating Committee in the Amount of NOK 12,150 Per Meeting for Chair and NOK 9,000 Per Meeting for Members
16
Mgmt Do Not Vote For Approve Equity Plan Financing 17
Mgmt Do Not Vote For Authorize Share Repurchase Program and
Cancellation of Repurchased Shares
18
Mgmt Do Not Vote For Miscellaneous Proposal: Marketing Instructions 19
Page 1,126 of 1,384
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Stelmet S.A.
Meeting Date: 03/14/2017 Country: Poland
Meeting Type: Annual Ticker: STL
Primary ISIN: PLSTLMT00010 Primary SEDOL: BDR0B00
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Meeting Chairman 2
Mgmt Acknowledge Proper Convening of Meeting 3
Mgmt For For Waive Secrecy of Voting When Electing Members of Vote Counting Commission
4.1
Mgmt For For Elect Members of Vote Counting Commission 4.2
Mgmt For For Approve Agenda of Meeting 5
Mgmt Receive Management Board Report on Company's and Group's Operations, Standalone and Consolidated Financial Statements, and Management Board Proposal on Allocation of
Income for Fiscal 2015-2016
6
Mgmt Receive Supervisory Board Report for Fiscal 2015-2016
7
Mgmt For For Approve Management Board Report on Company's Operations for Fiscal 2015-2016
8
Mgmt For For Approve Management Board Report on Group's Operations for Fiscal 2015-2016
9
Mgmt For For Approve Financial Statements for Fiscal 2015-2016
10
Mgmt For For Approve Consolidated Financial Statements for Fiscal 2015-2016
11
Mgmt For For Approve Discharge of Stanislaw Bienkowski (CEO)
12.1
Mgmt For For Approve Discharge of Przemyslaw Bienkowski (Deputy CEO)
12.2
Mgmt For For Approve Discharge of Andrzej Trybus (Management Board Member)
12.3
Mgmt For For Approve Discharge of Pawel Dabek (Supervisory Board Member)
13.1
Mgmt For For Approve Discharge of Andrzej Markiewicz (Supervisory Board Member)
13.2
Mgmt For For Approve Discharge of Piotr Lagowski (Supervisory Board Member)
13.3
Mgmt For For Approve Discharge of Malgorzata Bienkowska (Supervisory Board Member)
13.4
Page 1,127 of 1,384
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Stelmet S.A. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Dominika Bienkowska
(Supervisory Board Member)
13.5
Mgmt For For Approve Allocation of Income for Fiscal
2015-2016
14
Mgmt Close Meeting 15
STMicroelectronics NV
Meeting Date: 06/20/2017 Country: Netherlands
Meeting Type: Annual Ticker: STM
Primary ISIN: NL0000226223 Primary SEDOL: 5962343
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board (Non-Voting)
2
Mgmt Receive Report of Supervisory Board (Non-Voting)
3
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members
4a
Mgmt For For Adopt Financial Statements and Statutory Reports
4b
Mgmt For For Approve Dividends 4c
Mgmt For For Approve Discharge of Management Board 4d
Mgmt For For Approve Discharge of Supervisory Board 4e
Mgmt For For Amend Articles of Association 5
Mgmt For For Reelect Carlo Bozotti to Management Board 6
Mgmt Against For Approve Restricted Stock Grants to President and CEO
7
Voter Rationale: <p>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.</p>
Mgmt For For Reelect Heleen Kersten to Supervisory Board 8
Mgmt For For Reelect Jean-Georges Malcor to Supervisory
Board
9
Page 1,128 of 1,384
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STMicroelectronics NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect Alessandro Rivera to Supervisory Board 10
Voter Rationale: <p>The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt For For Elect Frederic Sanchez to Supervisory Board 11
Mgmt For For Reelect Maurizio Tamagnini to Supervisory Board
12
Mgmt Against For Approve Employee Restricted Stock Plan 13
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Repurchase of Shares 14
Mgmt Against For Grant Board Authority to Issue Ordinary and Preference Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting/Excluding
Preemptive Rights
15
Voter Rationale: <p>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. Furthermore, 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.</p>
Mgmt Allow Questions 16
Mgmt Close Meeting 17
Stockland
Meeting Date: 10/25/2017 Country: Australia
Meeting Type: Annual/Special Ticker: SGP
Primary ISIN: AU000000SGP0 Primary SEDOL: 6850856
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
2 Elect Andrew Stevens as Director Mgmt For For
Mgmt For For Elect Tom Pockett as Director 3
Mgmt For For Approve Remuneration Report 4
Mgmt For For Approve Grant of Performance Rights to Mark
Steinert
5
Page 1,129 of 1,384
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Stora Enso Oyj
Meeting Date: 04/27/2017 Country: Finland
Meeting Type: Annual Ticker: STERV
Primary ISIN: FI0009005961 Primary SEDOL: 5072673
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt Call the Meeting to Order 2
Mgmt For For Designate Inspector or Shareholder Representative(s) of Minutes of Meeting
3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory Reports; Receive Board's Report; Receive
Auditor's Report
6
Mgmt For For Accept Financial Statements and Statutory Reports
7
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.37 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Approve Remuneration of Directors in the Amount of EUR 170,000 for Chairman, EUR 100,000 for Vice Chairman, and EUR 70,000 for Other Directors; Approve Remuneration for
Committee Work
10
Mgmt For For Fix Number of Directors at Nine 11
Mgmt For For Reelect Anne Brunila, Jorma Eloranta, Elisabeth Fleuriot, Hock Goh, Mikael Makinen, Richard Nilsson and Hans Straberg as Directors; Elect Christiane Kuehne and Goran Sandberg as New
Directors
12
Voter Rationale: <p>The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt For For Approve Remuneration of Auditors 13
Mgmt For For Ratify Deloitte & Touche as Auditors 14
Mgmt For For Amend Articles Re: Election of Chairman and Vice Chairman; General Meeting Notice
15
Mgmt For For Amend Articles Re: Charter of the Shareholder's Nomination Board
16
Mgmt Presentation of Minutes of the Meeting 17
Mgmt Close Meeting 18
Page 1,130 of 1,384
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STRATEC Biomedical Systems AG
Meeting Date: 06/14/2017 Country: Germany
Meeting Type: Annual Ticker: SBS
Primary ISIN: DE000STRA555 Primary SEDOL: BYTK8S2
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt Do Not Vote For Approve Allocation of Income and Dividends of EUR 0.77 per Share
2
Mgmt Do Not Vote For Approve Discharge of Management Board for Fiscal 2016
3
Mgmt Do Not Vote For Approve Discharge of Supervisory Board for Fiscal 2016
4
Mgmt Do Not Vote For Ratify Ebner Stolz GmbH & Co. KG as Auditors for Fiscal 2017
5
Mgmt Do Not Vote For Elect Rainer Baule to the Supervisory Board 6
Mgmt Do Not Vote For Approve Affiliation Agreements with Subsidiary STRATEC PS Holding GmbH
7
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting)
1
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.77 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Ebner Stolz GmbH & Co. KG as Auditors for Fiscal 2017
5
Mgmt For For Elect Rainer Baule to the Supervisory Board 6
Mgmt For For Approve Affiliation Agreements with Subsidiary STRATEC PS Holding GmbH
7
Page 1,131 of 1,384
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Straumann Holding AG
Meeting Date: 04/07/2017 Country: Switzerland
Meeting Type: Annual Ticker: STMN
Primary ISIN: CH0012280076 Primary SEDOL: 7156832
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt Against For Approve Remuneration Report 1.2
Voter Rationale: A vote AGAINST the remuneration report is warranted in light of the following concerns:- There is a misalignment between CEO pay and performance.- The CEO's fixed cash compensation was increased by 10 percent in 2016. No explanation for this is provided in the remuneration report.- The non-executive chairman of the board receives retirement benefits as part of his pay package.- The company has weakened the TSR target for the long-term incentive scheme.- The company has added an additional financial metric for the long-term incentive scheme, but has not disclosed the performance target prospectively.- The company provides imprecise disclosure of on-target bonus levels and caps.
Mgmt For For Approve Allocation of Income and Dividends of CHF 4.25 per Share
2
Mgmt For For Approve Discharge of Board and Senior Management
3
Mgmt For For Approve Remuneration of Directors in the Amount of CHF 2.3 Million
4
Mgmt For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 5.8 Million
5.1
Mgmt For For Approve Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 3
Million
5.2
Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 5.7
Million
5.3
Mgmt For For Reelect Gilbert Achermann as Director and Board Chairman
6.1
Mgmt For For Reelect Sebastian Burckhardt as Director 6.2
Mgmt For For Reelect Ulrich Looser as Director 6.3
Mgmt For For Reelect Beat Luethi as Director 6.4
Mgmt For For Reelect Thomas Straumann as Director 6.5
Mgmt For For Elect Monique Bourquin as Director 6.6
Mgmt For For Elect Regula Wallimann as Director 6.7
Mgmt For For Appoint Monique Bourquin as Member of the Compensation Committee
7.1
Mgmt For For Appoint Ulrich Looser as Member of the Compensation Committee
7.2
Mgmt For For Appoint Thomas Straumann as Member of the Compensation Committee
7.3
Page 1,132 of 1,384
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Straumann Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Designate NEOVIUS AG as Independent Proxy 8
Mgmt For For Ratify Ernst & Young as Auditors 9
Mgmt Against For Transact Other Business (Voting) 10
Voter Rationale: A vote AGAINST is warranted because:- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any 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.
Stroeer SE & Co KGaA
Meeting Date: 06/14/2017 Country: Germany
Meeting Type: Annual Ticker: SAX
Primary ISIN: DE0007493991 Primary SEDOL: B3S3S52
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account. 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 Approve Allocation of Income and Dividends of
EUR 1.10 per Share
2
Mgmt For For Approve Discharge of Management Board of
Stroeer SE for Fiscal 2016
3
Mgmt For For Approve Discharge of Personally Liable Partner
of Stroeer SE & Co. KGaA for Fiscal 2016
4
Mgmt For For Approve Discharge of Supervisory Board of
Stroeer SE for Fiscal 2016
5
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Approve Discharge of Supervisory Board of
Stroeer SE & Co. KGaA for Fiscal 2016
6
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2017
7
Mgmt For For Approve Affiliation Agreement with Stroeer Digital Commerce GmbH
8
Page 1,133 of 1,384
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Stroeer SE & Co KGaA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 11.1 Million Pool of Capital to Guarantee Conversion Rights
9
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Subaru Corp
Meeting Date: 06/23/2017 Country: Japan
Meeting Type: Annual Ticker: 7270
Primary ISIN: JP3814800003 Primary SEDOL: 6356406
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 72
Mgmt For For
Mgmt For For Amend Articles to Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings
2
Mgmt For For Elect Director Yoshinaga, Yasuyuki 3.1
Mgmt For For Elect Director Kondo, Jun 3.2
Mgmt Against For Elect Director Tachimori, Takeshi 3.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Kasai, Masahiro 3.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Okada, Toshiaki 3.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Kato, Yoichi 3.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Elect Director Komamura, Yoshinori 3.7
Mgmt For For Elect Director Aoyama, Shigehiro 3.8
Mgmt For For Appoint Alternate Statutory Auditor Tamazawa, Kenji
4
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Subaru Corp Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Equity Compensation Plan 5
Voter Rationale: <p>This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.</p>
Subsea 7 S.A.
Meeting Date: 04/12/2017 Country: Luxembourg
Meeting Type: Annual/Special Ticker: SUBC
Primary ISIN: LU0075646355 Primary SEDOL: 5258246
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting/ Special Meeting Agenda Mgmt
Mgmt Annual Meeting
Mgmt For For Approve Convening Notice in Deviation of Article
24 of the Bylaws
1
Mgmt Receive Board's and Auditor's Reports 2
Mgmt For For Approve Financial Statements 3
Mgmt For For Approve Consolidated Financial Statements 4
Mgmt For For Approve Allocation of Income 5
Mgmt For For Approve Discharge of Directors 6
Mgmt For For Appoint Ernst & Young as Auditor 7
Mgmt For For Reelect Kristian Siem as Director 8
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure an 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 Robert Long as Director 9
Mgmt For For Reelect Dod Fraser as Director 10
Mgmt For For Reelect Allen Stevens as Director 11
Mgmt Special Meeting
Mgmt For For Amend Article 2 Re: Transfer of Company's
Registered Office
1
Mgmt For For Amend Article 5.3 Re: Non-Exercise Preemptive
Rights
2
Mgmt For For Amend Article 5.7-8 Re: Allocation of Shares to
Company Employees and Officers
3
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Subsea 7 S.A. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Amend Article 12.3 to Reflect Luxembourg Legislation Regarding Signature Requirements for Bond Certificates
4
Mgmt For For Amend Article 15.5 Re: Minimum Quorum
Requirements in Case of a Conflict of Interest
5
Mgmt For For Amend Article 24.1 Re: Removal of Fixed Date
and Time for AGM
6
Mgmt For For Amend Article 26.7 Re: AGM Convening
Requirements
7
Mgmt For For Update Wording Regarding Company's Financial
Year
8
Suedzucker AG
Meeting Date: 07/20/2017 Country: Germany
Meeting Type: Annual Ticker: SZU
Primary ISIN: DE0007297004 Primary SEDOL: 5784462
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016/17 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.45 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016/17
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016/17
4
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Hans-Joerg Gebhard to the Supervisory
Board
5.1
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Erwin Hameseder to the Supervisory
Board
5.2
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on a remuneration committee that is majority non-independent. The remuneration committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.</p>
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Suedzucker AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Helmut Friedl to the Supervisory Board 5.3
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.</p>
Mgmt Against For Elect Veronika Haslinger to the Supervisory Board
5.4
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. In addition, this director is not an independent director, yet sits on an audit committee that is majority non-independent. The audit committee requires independence, and non-independent directors could be conflicted, thereby hampering the committee's impartiality and effectiveness.</p>
Mgmt Against For Elect Ralf Hentzschel to the Supervisory Board 5.5
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent.</p>
Mgmt Against For Elect Georg Koch to the Supervisory Board 5.6
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent</p>
Mgmt For For Elect Susanne Kunschert to the Supervisory
Board
5.7
Mgmt For For Elect Julia Merkel to the Supervisory Board 5.8
Mgmt Against For Elect Joachim Rukwied to the Supervisory Board 5.9
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent</p>
Mgmt Against For Elect Stefan Streng to the Supervisory Board 5.10
Voter Rationale: <p>For controlled companies, the supervisory board should include at least 33% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent</p>
Mgmt For For Ratify PricewaterhouseCoopers GmbH as
Auditors for Fiscal 2017/18
6
Voter Rationale: <p>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.</p>
Sumitomo Chemical Co. Ltd.
Meeting Date: 06/21/2017 Country: Japan
Meeting Type: Annual Ticker: 4005
Primary ISIN: JP3401400001 Primary SEDOL: 6858560
Page 1,137 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Sumitomo Chemical Co. Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Ishitobi, Osamu Mgmt For For
Mgmt For For Elect Director Tokura, Masakazu 1.2
Mgmt Against For Elect Director Deguchi, Toshihisa 1.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Okamoto, Yoshihiko 1.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Nishimoto, Rei 1.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Nozaki, Kunio 1.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Ueda, Hiroshi 1.7
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Takeshita, Noriaki 1.8
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Elect Director Ito, Kunio 1.9
Mgmt For For Elect Director Ikeda, Koichi 1.10
Mgmt For For Elect Director Tomono, Hiroshi 1.11
Mgmt For For Appoint Statutory Auditor Aso, Mitsuhiro 2
Sumitomo Electric Industries Ltd.
Meeting Date: 06/28/2017 Country: Japan
Meeting Type: Annual Ticker: 5802
Primary ISIN: JP3407400005 Primary SEDOL: 6858708
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 23
Mgmt For For
Page 1,138 of 1,384
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Sumitomo Electric Industries Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Inoue, Osamu 2.1
Mgmt Against For Elect Director Hato, Hideo 2.2
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Shirayama, Masaki 2.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Appoint Statutory Auditor Hayashi, Akira 3.1
Voter Rationale: <p>The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.</p>
Mgmt Against For Appoint Statutory Auditor Watanabe, Katsuaki 3.2
Voter Rationale: <p>The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.</p>
Mgmt For For Approve Annual Bonus 4
Sun Hung Kai Properties Ltd.
Meeting Date: 11/09/2017 Country: Hong Kong
Meeting Type: Annual Ticker: 16
Primary ISIN: HK0016000132 Primary SEDOL: 6859927
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Elect Lui Ting, Victor as Director 3.1a
Mgmt Against For Elect Li Ka-cheung, Eric as Director 3.1b
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Leung Ko May-yee, Margaret as Director 3.1c
Mgmt Against For Elect Po-shing Woo as Director 3.1d
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
Mgmt For For Elect Tung Chi-ho, Eric as Director 3.1e
Page 1,139 of 1,384
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Sun Hung Kai Properties Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Fung Yuk-lun, Allen as Director 3.1f
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Approve Directors' Fees 3.2
Mgmt For For Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration
4
Mgmt For For Authorize Repurchase of Issued Share Capital 5
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.
Sunny Optical Technology Group Co., Ltd.
Meeting Date: 05/26/2017 Country: Cayman Islands
Meeting Type: Annual Ticker: 2382
Primary ISIN: KYG8586D1097 Primary SEDOL: B1YBT08
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Elect Sun Yang as Director 3a
Mgmt For For Elect Wang Wenjian as Director 3b
Mgmt For For Elect Zhang Yuqing as Director 3c
Mgmt For For Authorize Board to Fix Remuneration of
Directors
3d
Mgmt For For Approve Deloitte Touche Tohmatsu as Auditors
and Authorize Board to Fix Their Remuneration
4
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5
Voter Rationale: <p>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.</p>
Page 1,140 of 1,384
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Sunny Optical Technology Group Co., Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Repurchase of Issued Share Capital 6
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Voter Rationale: <p>Treasury stock, when re-issued without pre-emption rights, should be subject to the same limitations as newly issued stock.</p>
Sunrise Communications Group AG
Meeting Date: 04/11/2017 Country: Switzerland
Meeting Type: Annual Ticker: SRCG
Primary ISIN: CH0267291224 Primary SEDOL: BVSS671
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Allocation of Income 2.1
Voter Rationale: <p>A vote FOR the allocation of income resolution is warranted.</p>
Mgmt For For Approve Dividends from Capital Contribution Reserves
2.2
Voter Rationale: <p>A vote FOR the allocation of income resolution is warranted.</p>
Mgmt For For Approve Discharge of Board and Senior
Management
3
Mgmt For For Reelect Peter Schoepfer as Director 4.1.1
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt For For Reelect Jesper Ovesen as Director 4.1.2
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt For For Reelect Robin Bienenstock as Director 4.1.3
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Page 1,141 of 1,384
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Sunrise Communications Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Michael Krammer as Director 4.1.4
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt For For Reelect Joachim Preisig as Director 4.1.5
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt Against For Reelect Christoph Vilanek as Director 4.1.6
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt For For Reelect Peter Kurer as Director 4.1.7
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt For For Reelect Peter Kurer as Board Chairman 4.1.8
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt For For Appoint Peter Schoepfer as Member of the
Compensation Committee
4.2.1
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt For For Appoint Peter Kurer as Member of the
Compensation Committee
4.2.2
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt Against For Appoint Christoph Vilanek as Member of the Compensation Committee
4.2.3
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Page 1,142 of 1,384
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Sunrise Communications Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Appoint Michael Krammer as Member of the
Compensation Committee
4.2.4
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt For For Appoint Peter Schoepfer as Chairman of the Compensation Committee
4.2.5
Voter Rationale: <p>Votes AGAINST the election of Christoph Vilanek to the board of directors (Item 4.1.6) and to the compensation committee (4.2.3) because he holds an excessive number of external directorships at listed companies. Votes FOR the proposed nominees Peter Kurer, Robin Bienenstock, Michael Krammer, Jesper Ovesen, Joachim Preisig, and Peter Schopfer are warranted.</p>
Mgmt For For Designate Andreas Keller as Independent Proxy 5
Mgmt For For Ratify Ernst & Young AG as Auditors 6
Mgmt For For Approve Remuneration Report 7.1
Mgmt For For Approve Maximum Aggregate Remuneration of Directors in the Amount of CHF 1.4 Million
7.2
Mgmt For For Approve Maximum Aggregate Remuneration of Executive Committee in the Amount of CHF 11.9
Million
7.3
Mgmt Against For Approve CHF 350,000 Pool of Authorized Capital without Preemptive Rights for Employee Equity
Participation
8.1
Voter Rationale: <p>A vote AGAINST the proposed plan is warranted because: * Performance targets are not disclosed prospectively for performance share awards that will be granted to members of the executive leadership team in 2017.</p>
Mgmt For For Approve Creation of CHF 4.5 Million Pool of Capital without Preemptive Rights
8.2
Mgmt For For Amend Articles Re: Deadline for Additional Agenda Items
8.3
Mgmt For For Amend Articles Re: Variable Compensation of the Executive Committee
8.4
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: <p>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 any 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.</p>
SunTrust Banks, Inc.
Meeting Date: 04/25/2017 Country: USA
Meeting Type: Annual Ticker: STI
Primary ISIN: US8679141031 Primary SEDOL: 2860990
Page 1,143 of 1,384
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SunTrust Banks, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Dallas S. Clement Mgmt For For
Mgmt For For Elect Director Paul R. Garcia 1.2
Mgmt Against For Elect Director M. Douglas Ivester 1.3
Voter Rationale: <p>The nominating committee should remove directors who have long board tenure from committees that require absolute independence.</p>
Mgmt For For Elect Director Kyle Prechtl Legg 1.4
Mgmt For For Elect Director Donna S. Morea 1.5
Mgmt For For Elect Director David M. Ratcliffe 1.6
Mgmt For For Elect Director William H. Rogers, Jr. 1.7
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Agnes Bundy Scanlan 1.8
Mgmt For For Elect Director Frank P. Scruggs, Jr. 1.9
Mgmt For For Elect Director Bruce L. Tanner 1.10
Mgmt For For Elect Director Thomas R. Watjen 1.11
Mgmt Against For Elect Director Phail Wynn, Jr. 1.12
Voter Rationale: <p>The nominating committee should remove directors who have long board tenure from committees that require absolute independence.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>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. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
SuperGroup Plc
Meeting Date: 09/12/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SGP
Primary ISIN: GB00B60BD277 Primary SEDOL: B60BD27
Page 1,144 of 1,384
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SuperGroup Plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Remuneration Policy 3
Mgmt For For Approve Final Dividend 4
Mgmt For For Re-elect Peter Bamford as Director 5
Mgmt For For Re-elect Julian Dunkerton as Director 6
Mgmt For For Re-elect Keith Edelman as Director 7
Mgmt For For Re-elect Penny Hughes as Director 8
Mgmt For For Re-elect Minnow Powell as Director 9
Mgmt For For Re-elect Euan Sutherland as Director 10
Mgmt For For Re-elect Nick Wharton as Director 11
Mgmt For For Appoint Deloitte LLP as Auditors 12
Mgmt For For Authorise Board to Fix Remuneration of Auditors 13
Mgmt For For Authorise EU Political Donations and
Expenditure
14
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
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 Market Purchase of Ordinary Shares 18
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
19
Suzuken Co Ltd
Meeting Date: 06/28/2017 Country: Japan
Meeting Type: Annual Ticker: 9987
Primary ISIN: JP3398000004 Primary SEDOL: 6865560
Page 1,145 of 1,384
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Suzuken Co Ltd
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Amend Business Lines - Indemnify Directors - Clarify Provisions on Alternate Statutory Auditors - Indemnify
Statutory Auditors
Mgmt For For
Mgmt For For Elect Director Bessho, Yoshiki 2.1
Mgmt For For Elect Director Miyata, Hiromi 2.2
Mgmt Against For Elect Director Asano, Shigeru 2.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Saito, Masao 2.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Izawa, Yoshimichi 2.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Tamura, Hisashi 2.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Ueda, Keisuke 2.7
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Elect Director Iwatani, Toshiaki 2.8
Mgmt For For Elect Director Usui, Yasunori 2.9
Mgmt For For Appoint Statutory Auditor Takeda, Noriyuki 3
Mgmt For For Appoint Alternate Statutory Auditor Takahashi, Masahiko
4
Mgmt Against For Approve Equity Compensation Plan 5
Voter Rationale: <p>This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.</p>
Svenska Cellulosa AB (SCA)
Meeting Date: 04/05/2017 Country: Sweden
Meeting Type: Annual Ticker: SCA B
Primary ISIN: SE0000112724 Primary SEDOL: B1VVGZ5
Page 1,146 of 1,384
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Svenska Cellulosa AB (SCA)
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Designate Inspector(s) of Minutes of Meeting 3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Approve Agenda of Meeting 5
Mgmt Receive Financial Statements and Statutory
Reports
6
Mgmt Receive President's Report 7
Mgmt For For Accept Financial Statements and Statutory
Reports
8a
Mgmt For For Approve Allocation of Income and Dividends of SEK 6 Per Share; Approve Distribution of Shares in SCA Hygiene
8b
Mgmt For For Approve Record Date for Dividend Payment 8c
Mgmt For For Approve Discharge of Board and President 8d
Mgmt For For Determine Number of Directors (10) and Deputy
Directors (0) of Board
9
Mgmt For For Determine Number of Auditors (1) and Deputy
Auditors (0)
10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.1 Million for Chairman and SEK 700,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors
11
Mgmt For For Reelect Par Boman as Director 12a
Mgmt For For Reelect Ewa Bjorling as Director 12b
Mgmt For For Reelect Maija-Liisa Friman as Director 12c
Mgmt For For Reelect Annemarie Gardshol as Director 12d
Mgmt For For Reelect Magnus Groth as Director 12e
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Johan Malmquist as Director 12f
Mgmt For For Reelect Bert Nordberg as Director 12g
Mgmt For For Reelect Louise Svanberg as Director 12h
Mgmt For For Reelect Barbara Milian Thoralfsson as Director 12i
Page 1,147 of 1,384
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Svenska Cellulosa AB (SCA) Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Lars Rebien Sorensen as Director 12j
Mgmt For For Elect Par Boman as Board Chairman 13
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 Ratify Ernst & Young as Auditors 14
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee prior the Extraordinary General
Meeting
15a
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee prior the Next Annual General
Meeting (2018)
15b
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
16
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Change Location of Registered Office/Headquarters
17
Mgmt For For Approve SEK 9.23 Million Reduction in Share Capital via Share Cancellation
18a
Mgmt For For Approve Capitalization of Reserves of SEK 9.23 Million for Bonus Issue
18b
Mgmt Close Meeting 19
Svenska Cellulosa AB (SCA)
Meeting Date: 05/17/2017 Country: Sweden
Meeting Type: Special Ticker: SCA B
Primary ISIN: SE0000112724 Primary SEDOL: B1VVGZ5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Designate Inspector(s) of Minutes of Meeting 3
Page 1,148 of 1,384
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Svenska Cellulosa AB (SCA) Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Approve Agenda of Meeting 5
Mgmt For For Determine Number of Members (9) and Deputy
Members (0) of Board
6
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.8 Million to Chair and SEK 600,000 to Other Directors; Approve Remuneration for Committee Work
7
Mgmt For For Elect Charlotte Bengtsson as New Director 8a
Mgmt For For Elect Lennart Evrell as New Director 8b
Mgmt For For Elect Ulf Larsson as New Director 8c
Mgmt For For Elect Martin Lindqvist as New Director 8d
Mgmt For For Elect Lotta Lyra as New Director 8e
Mgmt Close Meeting 9
Swatch Group AG
Meeting Date: 05/23/2017 Country: Switzerland
Meeting Type: Annual Ticker: UHR
Primary ISIN: CH0012255151 Primary SEDOL: 7184725
Did Not Vote Due to Ballot Shareblocking
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For Do Not Vote
Mgmt Do Not Vote For Approve Discharge of Board and Senior
Management
2
Mgmt Do Not Vote For Approve Allocation of Income and Dividends of CHF 1.35 per Registered Share and CHF 6.75 per Bearer Shares
3
Mgmt Do Not Vote For Approve Fixed Remuneration of Non-Executive
Directors in the Amount of CHF 1 Million
4.1.1
Mgmt Do Not Vote For Approve Fixed Remuneration of Executive
Directors in the Amount of CHF 2.6 Million
4.1.2
Mgmt Do Not Vote For Approve Fixed Remuneration of Executive
Committee in the Amount of CHF 6.0 Million
4.2
Mgmt Do Not Vote For Approve Variable Remuneration of Executive
Directors in the Amount of CHF 6.5 Million
4.3
Page 1,149 of 1,384
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Swatch Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Approve Variable Remuneration of Executive
Committee in the Amount of CHF 18.1 Million
4.4
Mgmt Do Not Vote For Elect Nayla Hayek as Director 5.1
Mgmt Do Not Vote For Elect Ernst Tanner as Director 5.2
Mgmt Do Not Vote For Elect Daniela Aeschlimann as Director 5.3
Mgmt Do Not Vote For Elect Georges N. Hayek as Director 5.4
Mgmt Do Not Vote For Elect Claude Nicollier as Director 5.5
Mgmt Do Not Vote For Elect Jean-Pierre Roth as Director 5.6
Mgmt Do Not Vote For Elect Nayla Hayek as Board Chairman 5.7
Mgmt Do Not Vote For Appoint Nayla Hayek as Member of the
Compensation Committee
6.1
Mgmt Do Not Vote For Appoint Ernst Tanner as Member of the
Compensation Committee
6.2
Mgmt Do Not Vote For Appoint Daniela Aeschlimann as Member of the
Compensation Committee
6.3
Mgmt Do Not Vote For Appoint Georges N. Hayek as Member of the
Compensation Committee
6.4
Mgmt Do Not Vote For Appoint Claude Nicollier as Member of the
Compensation Committee
6.5
Mgmt Do Not Vote For Appoint Jean-Pierre Roth as Member of the
Compensation Committee
6.6
Mgmt Do Not Vote For Designate Bernhard Lehmann as Independent
Proxy
7
Mgmt Do Not Vote For Ratify PricewaterhouseCoopers Ltd as Auditors 8
Mgmt Do Not Vote For Transact Other Business (Voting) 9
Swedbank AB
Meeting Date: 03/30/2017 Country: Sweden
Meeting Type: Annual Ticker: SWED A
Primary ISIN: SE0000242455 Primary SEDOL: 4846523
Page 1,150 of 1,384
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Swedbank AB
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Financial Statements and Statutory
Reports
7a
Mgmt Receive Auditor's Report 7b
Mgmt Receive President's Report 7c
Mgmt For For Accept Financial Statements and Statutory
Reports
8
Mgmt For For Approve Allocation of Income and Dividends of
SEK 13.20 Per Share
9
Mgmt For For Approve Discharge of Michael Wolf 10a
Mgmt For For Approve Discharge of Anders Sundstrom 10b
Mgmt For For Approve Discharge of Anders Igel 10c
Mgmt For For Approve Discharge of Maj-Charlotte Wallin 10d
Mgmt For For Approve Discharge of Lars Idermark 10e
Mgmt For For Approve Discharge of Ulrika Francke 10f
Mgmt For For Approve Discharge of Goran Hedman 10g
Mgmt For For Approve Discharge of Pia Rudengren 10h
Mgmt For For Approve Discharge of Karl-Henrik Sundstrom 10i
Mgmt For For Approve Discharge of Siv Svensson 10j
Mgmt For For Approve Discharge of Bodil Eriksson 10k
Mgmt For For Approve Discharge of Peter Norman 10l
Mgmt For For Approve Discharge of Birgitte Bonnesen 10m
Mgmt For For Approve Discharge of Camilla Linder 10n
Mgmt For For Approve Discharge of Roger Ljung 10o
Mgmt For For Approve Discharge of Ingrid Friberg 10p
Mgmt For For Approve Discharge of Karin Sandstrom 10q
Page 1,151 of 1,384
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Swedbank AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Determine Number of Directors (9) and Deputy
Directors (0)
11
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 2.46 Million for Chairman, SEK 825,000 for Vice Chairman and SEK 550,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors
12
Mgmt For For Elect Mats Granryd as New Director 13a
Mgmt For For Elect Bo Johansson as New Director 13b
Mgmt For For Elect Annika Poutiainen as New Director 13c
Mgmt For For Elect Magnus Uggla as New Director 13d
Mgmt For For Reelect Lars Idermark as Director 13e
Mgmt Against For Reelect Ulrika Francke as Director 13f
Voter Rationale: <p>We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness. Furthermore, the remuneration committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt For For Reelect Siv Svensson as Director 13g
Mgmt For For Reelect Bodil Eriksson as Director 13h
Mgmt For For Reelect Peter Norman as Director 13i
Mgmt For For Elect Lars Idermark as Board Chairman 14
Mgmt For For Authorize Chairman of Board and Representatives of Five of Company's Largest Shareholders to Serve on Nominating Committee
15
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
16
Mgmt For For Authorize Repurchase Authorization for Trading in Own Shares
17
Mgmt For For Authorize General Share Repurchase Program 18
Mgmt For For Approve Issuance of Convertibles without Preemptive Rights
19
Mgmt For For Approve Common Deferred Share Bonus Plan (Eken 2017)
20a
Mgmt For For Approve Deferred Share Bonus Plan for Key Employees (IP 2016)
20b
Mgmt For For Approve Equity Plan Financing to Participants of 2017 and Previous Programs
20c
Mgmt Shareholder Proposals Submitted by Goran Westman and Thorwald Arvidsson
Page 1,152 of 1,384
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Swedbank AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Implement Lean Concept 21
Voter Rationale: <p>A vote AGAINST this item is warranted because the proposal is unclear and seeks to micromanage the company.</p>
SH Against None Adopt a Vision for Absolute Gender Equality on All Levels Within the Company
22a
Voter Rationale: <p>A vote AGAINST these items is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.</p>
SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity Diversification
Within the Company
22b
Voter Rationale: <p>A vote AGAINST these items is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.</p>
SH Against None Require the Results from the Working Group Concerning Item 22a and 22b to be Annually Published
22c
Voter Rationale: <p>A vote AGAINST these items is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.</p>
SH Against None Request Board to Take Necessary Action to
Create a Shareholders' Association
22d
Voter Rationale: <p>A vote against this item is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.</p>
SH Against None Prohibit Directors from Being Able to Invoice Director's Fees via Swedish and Foreign Legal Entities
22e
Voter Rationale: <p>A vote against this item is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.</p>
SH Against None Amend Articles Re: Former Politicians on the
Board of Directors
22f
Voter Rationale: <p>A vote against this item is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.</p>
SH Against None Request Board to Propose to the Swedish Government to Draw Attention to the Need for
Introducing a "Cooling-Off Period"
22g
Voter Rationale: <p>A vote against this item is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.</p>
SH Against None Instruct the Board to Prepare a Proposal for the Representation of Small- and Midsized Shareholders in the Board and Nomination Committee
22h
Voter Rationale: <p>A vote A vote against this item is warranted due to the proposals seeking to micromanage the company, being unclear, overly prescriptive, or outside of the board's competencies.</p>
SH Against None Instruct the Board to Perform an Investigation of to what Extent the Company has Participated in Tax Evasion (i.e. the Panama Documents) and How the Internal and External Control has Failed Regarding this Matter
22i
Mgmt Close Meeting 23
Page 1,153 of 1,384
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Swedish Match AB
Meeting Date: 05/04/2017 Country: Sweden
Meeting Type: Annual Ticker: SWMA
Primary ISIN: SE0000310336 Primary SEDOL: 5048566
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting; Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Designate Inspector(s) of Minutes of Meeting 3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Approve Agenda of Meeting 5
Mgmt Receive Financial Statements and Statutory Reports; Receive Auditors Review; Receive
President's Report; Receive CEO's Report
6
Mgmt For For Accept Financial Statements and Statutory Reports
7
Mgmt For For Approve Allocation of Income and Dividends of SEK 16 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Determine Number of Members (7) and Deputy Members of Board
10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.84 million to Chair, SEK 870,000 to Vice Chair and SEK 735,000 to Other Directors; Approve Remuneration for Committee
Work
11
Mgmt For For Reelect Charles Blixt, Andrew Cripps (Vice Chair), Jacqueline Hoogerbrugge, Conny Karlsson(Chair), Wenche Rolfsen and Joakim Westh as Directors; Elect Pauline Lindwall as
New Director
12
Voter Rationale: <p>The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.</p>
Mgmt For For Determine Number of Auditors (1) and Deputy Auditors (0)
13
Mgmt For For Approve Remuneration of Auditors 14
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Deloitte as Auditors 15
Voter Rationale: <p>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.</p>
Page 1,154 of 1,384
Metzler All Votes Report
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Swedish Match AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
16
Mgmt For For Approve SEK 16.5 Million Reduction in Share Capital via Share Cancellation; Approve SEK 16.5 Million Bonus Issuance
17
Mgmt For For Authorize Share Repurchase Program 18
Mgmt For For Authorize Reissuance of Repurchased Shares 19
Mgmt For For Approve Issuance of Shares without Preemptive
Rights
20
Swiss Life Holding
Meeting Date: 04/25/2017 Country: Switzerland
Meeting Type: Annual Ticker: SLHN
Primary ISIN: CH0014852781 Primary SEDOL: 7437805
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Allocation of Income 2.1
Mgmt For For Approve Dividends of CHF 11.00 per Share from Capital Contribution Reserves
2.2
Mgmt For For Approve Discharge of Board of Directors 3
Mgmt For For Approve Fixed Remuneration of Board of Directors in the Amount of CHF 3.2 Million
4.1
Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 4.4 Million
4.2
Mgmt For For Approve Maximum Fixed Remuneration and Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 13.8 Million
4.3
Mgmt For For Reelect Rolf Doerig as Director and Board Chairman
5.1
Mgmt For For Reelect Gerold Buehrer as Director 5.2
Mgmt For For Reelect Adrienne Fumagalli as Director 5.3
Mgmt For For Reelect Ueli Dietiker as Director 5.4
Page 1,155 of 1,384
Metzler All Votes Report
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Swiss Life Holding Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Damir Filipovic as Director 5.5
Mgmt For For Reelect Frank Keuper as Director 5.6
Mgmt For For Reelect Henry Peter as Director 5.7
Mgmt For For Reelect Frank Schnewlin as Director 5.8
Mgmt For For Reelect Franziska Sauber as Director 5.9
Mgmt For For Reelect Klaus Tschuetscher as Director 5.10
Mgmt For For Elect Stefan Loacker as Director 5.11
Mgmt For For Appoint Henry Peter as Member of the
Compensation Committee
5.12
Mgmt For For Appoint Frank Schnewlin as Member of the
Compensation Committee
5.13
Mgmt For For Appoint Franziska Sauber as Member of the
Compensation Committee
5.14
Mgmt For For Designate Andreas Zuercher as Independent
Proxy
6
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 7
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any 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.
Swiss Reinsurance (Schweizerische Rueckversicherungs)
Meeting Date: 04/21/2017 Country: Switzerland
Meeting Type: Annual Ticker: SREN
Primary ISIN: CH0126881561 Primary SEDOL: B545MG5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Approve Remuneration Report Mgmt For For
Mgmt For For Accept Financial Statements and Statutory
Reports
1.2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 4.85 per Share
2
Mgmt For For Approve Variable Short-Term Remuneration of Executive Committee in the Amount of CHF 18.3 Million
3
Page 1,156 of 1,384
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Swiss Reinsurance (Schweizerische Rueckversicherungs) Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Board of Directors 4
Mgmt For For Reelect Walter Kielholz as Director and Board
Chairman
5.1a
Mgmt For For Reelect Raymond Ch'ien as Director 5.1b
Mgmt For For Reelect Renato Fassbind as Director 5.1c
Mgmt For For Reelect Mary Francis as Director 5.1d
Mgmt For For Reelect Rajna Brandon as Director 5.1e
Mgmt For For Reelect Robert Henrikson as Director 5.1f
Mgmt For For Reelect Trevor Manuel as Director 5.1g
Mgmt For For Reelect Philip Ryan as Director 5.1h
Mgmt For For Reelect Paul Tucker as Director 5.1i
Mgmt For For Reelect Susan Wagner as Director 5.1j
Mgmt For For Elect Jay Ralph as Director 5.1k
Mgmt For For Elect Joerg Reinhardt as Director 5.1l
Mgmt For For Elect Jacques de Vaucleroy as Director 5.1m
Mgmt For For Appoint Raymond Ch'ien as Member of the
Compensation Committee
5.2a
Mgmt For For Appoint Renato Fassbind as Member of the
Compensation Committee
5.2b
Mgmt For For Appoint Robert Henrikson as Member of the
Compensation Committee
5.2c
Mgmt For For Appoint Joerg Reinhardt as Member of the
Compensation Committee
5.2d
Mgmt For For Designate Proxy Voting Services GmbH as
Independent Proxy
5.3
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 5.4
Mgmt For For Approve Maximum Remuneration of Board of
Directors in the Amount of CHF 9.9 Million
6.1
Mgmt For For Approve Maximum Fixed and Variable Long-Term Remuneration of Executive Committee in the Amount of CHF 34 Million
6.2
Voter Rationale: Votes FOR these items are warranted because the proposals appear to be in line with market practice and do not raise significant concerns.
Mgmt For For Approve CHF 1.1 Million Reduction in Share Capital via Cancellation of Repurchased Shares
7
Mgmt For For Authorize Repurchase of up to CHF 1 Billion of Issued Share Capital
8
Page 1,157 of 1,384
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Swiss Reinsurance (Schweizerische Rueckversicherungs) Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Renewal of CHF 8.5 Million Pool of Authorized Share Capital with Partial Exclusion of Preemptive Rights
9.1
Mgmt For For Amend Articles Re: Exclusion of Preemptive
Rights
9.2
Mgmt Against For Transact Other Business (Voting) 10
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
Swisscom AG
Meeting Date: 04/03/2017 Country: Switzerland
Meeting Type: Annual Ticker: SCMN
Primary ISIN: CH0008742519 Primary SEDOL: 5533976
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 22 per Share
2
Mgmt For For Approve Discharge of Board and Senior
Management
3
Mgmt For For Reelect Roland Abt as Director 4.1
Mgmt For For Reelect Valerie Berset Bircher as Director 4.2
Mgmt For For Reelect Alain Carrupt as Director 4.3
Mgmt For For Reelect Frank Esser as Director 4.4
Mgmt For For Reelect Barbara Frei as Director 4.5
Mgmt For For Reelect Catherine Muehlemann as Director 4.6
Mgmt For For Reelect Theophil Schlatter as Director 4.7
Mgmt For For Reelect Hansueli Loosli as Director 4.8
Mgmt For For Reelect Hansueli Loosli as Board Chairman 4.9
Mgmt For For Appoint Frank Esser as Member of the
Compensation Committee
5.1
Page 1,158 of 1,384
Metzler All Votes Report
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Swisscom AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Appoint Barbara Frei as Member of the
Compensation Committee
5.2
Mgmt For For Appoint Hansueli Loosli as Member of the
Compensation Committee
5.3
Mgmt For For Appoint Theophil Schlatter as Member of the
Compensation Committee
5.4
Mgmt For For Appoint Renzo Simoni as Member of the
Compensation Committee
5.5
Mgmt For For Approve Remuneration of Directors in the
Amount of CHF 2.5 Million
6.1
Mgmt For For Approve Remuneration of Executive Committee
in the Amount of CHF 9.7 Million
6.2
Mgmt For For Designate Reber Rechtsanwaelte as
Independent Proxy
7
Mgmt For For Ratify KPMG AG as Auditors 8
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any 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.
Sydbank A/S
Meeting Date: 03/23/2017 Country: Denmark
Meeting Type: Annual Ticker: SYDB
Primary ISIN: DK0010311471 Primary SEDOL: B06JSP1
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 3
Mgmt For For Elect Michael Ahlefeldt Laurvig Bille to
Committee of Representatives
4.1
Mgmt For For Elect Steen Bjergegaard to Committee of
Representatives
4.2
Mgmt For For Elect Kim Galsgaard to Committee of
Representatives
4.3
Mgmt For For Elect Henrik Halberg to Committee of
Representatives
4.4
Page 1,159 of 1,384
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Sydbank A/S Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Morten Pedersen to Committee of
Representatives
4.5
Mgmt For For Elect Kurt Bardeleben to Committee of
Representatives
4.6
Mgmt For For Elect Jesper Arkil to Committee of
Representatives
4.7
Mgmt For For Elect Otto Popp Clausen to Committee of
Representatives
4.8
Mgmt For For Elect Peter Gaemelke to Committee of
Representatives
4.9
Mgmt For For Elect Henning Hansen to Committee of
Representatives
4.10
Mgmt For For Elect Ole Schou Mortensen to Committee of
Representatives
4.11
Mgmt For For Elect Frank Moller Nielsen to Committee of
Representatives
4.12
Mgmt For For Elect Erwin Andresen to Committee of
Representatives
4.13
Mgmt For For Elect Glenn Bernecker to Committee of
Representatives
4.14
Mgmt For For Elect Peder Damgaard to Committee of
Representatives
4.15
Mgmt For For Elect Peter Hansen to Committee of
Representatives
4.16
Mgmt For For Elect Michael Madsen to Committee of
Representatives
4.17
Mgmt For For Elect Jan Muller to Committee of
Representatives
4.18
Mgmt For For Elect Per Sorensen to Committee of
Representatives
4.19
Mgmt For For Elect Peter Therkelsen to Committee of
Representatives
4.20
Mgmt For For Elect Per Have to Committee of Representatives 4.21
Mgmt For For Elect Jorn Brandt to Committee of
Representatives
4.22
Mgmt For For Elect Erik Steen Kristensen to Committee of
Representatives
4.23
Mgmt For For Elect Michael Kvist to Committee of
Representatives
4.24
Mgmt For For Elect Willy Stockler to Committee of
Representatives
4.25
Mgmt For For Elect Flemming Jensen to Committee of
Representatives
4.26
Page 1,160 of 1,384
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Sydbank A/S Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect John Lesbo to Committee of
Representatives
4.27
Mgmt For For Elect Christian Anker Hansen to Committee of
Representatives
4.28
Mgmt For For Elect Thomas Iversen to Committee of
Representatives
4.29
Mgmt For For Elect Sv.E. Dalsgaard Justesen to Committee of
Representatives
4.30
Mgmt For For Elect Jorgen Pedersen to Committee of
Representatives
4.31
Mgmt For For Elect Torben Bech to Committee of
Representatives
4.32
Mgmt For For Elect Chr. la Cour to Committee of
Representatives
4.33
Mgmt For For Elect Leon Sorensen to Committee of
Representatives
4.34
Mgmt For For Elect Anders Thoustrup to Committee of
Representatives
4.35
Mgmt For For Ratify Ernst & Young as Auditors 5
Mgmt For For Approve DKK 18.8 Million Reduction in Share
Capital via Share Cancellation
6a
Mgmt For For Amend Articles Re: Editorial Changes 6b1
Mgmt For For Amend Articles Re: Powers of the Chairman 6b2
Mgmt For For Amend Articles Re: Requirements of Residency
of Candidates for Shareholders'' Committee
6b3
Mgmt For For Amend Articles Re: Removal of Age Limit of
Directors
6b4
Mgmt For For Amend Articles Re: Remuneration of Members
of Shareholders' Committee
6b5
Mgmt For For Amend Articles Re: Requirement to Establish
Board Committees
6b6
Mgmt For For Amend Articles Re: Insert a Reference to the
Company's Remuneration Policy
6b7
Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board
6c
Voter Rationale: <p>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.</p>
Mgmt Against For Authorize Share Repurchase Program 6d
Voter Rationale: <p>Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.</p>
Mgmt Other Business 7
Page 1,161 of 1,384
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Symantec Corporation
Meeting Date: 10/05/2017 Country: USA
Meeting Type: Annual Ticker: SYMC
Primary ISIN: US8715031089 Primary SEDOL: 2861078
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Gregory S. Clark Mgmt For For
Mgmt For For Elect Director Frank E. Dangeard 1b
Mgmt For For Elect Director Kenneth Y. Hao 1c
Mgmt For For Elect Director David W. Humphrey 1d
Mgmt For For Elect Director Geraldine B. Laybourne 1e
Mgmt Against For Elect Director David L. Mahoney 1f
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.
Mgmt Against For Elect Director Robert S. Miller 1g
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.
Mgmt For For Elect Director Anita M. Sands 1h
Mgmt Against For Elect Director Daniel H. Schulman 1i
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. Furthermore, 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. Moreover, directors with long board tenures should not serve on committees that require absolute independence.
Mgmt For For Elect Director V. Paul Unruh 1j
Mgmt For For Elect Director Suzanne M. Vautrinot 1k
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, this plan could lead to excessive dilution. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
4
Voter Rationale: Policy 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, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 5
Page 1,162 of 1,384
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Symantec Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against Against Provide For Confidential Running Vote Tallies On
Executive Pay Matters
6
SH Against Against Adopt Share Retention Policy For Senior
Executives
7
Voter Rationale: The company's substantial stock retention requirements for executives are appreciated. However, the idea of extending some portion past retirement, resignation or termination has merit. Compensation should be structured to align management interests with long-term investor interests. Also, this facilitates recouping awards in the event of fraud, a serious deterioration of the business due to inappropriate management of risk, a major restatement or other serious management failures.
Symrise AG
Meeting Date: 05/17/2017 Country: Germany
Meeting Type: Annual Ticker: SY1
Primary ISIN: DE000SYM9999 Primary SEDOL: B1JB4K8
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.85 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Ernst & Young as Auditors for Fiscal 2017 5
Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 20 Million Pool of Conditional Capital to Guarantee Conversion Rights
6
Synchrony Financial
Meeting Date: 05/18/2017 Country: USA
Meeting Type: Annual Ticker: SYF
Primary ISIN: US87165B1035 Primary SEDOL: BP96PS6
Page 1,163 of 1,384
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Synchrony Financial
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Margaret M. Keane Mgmt For For
Mgmt For For Elect Director Paget L. Alves 1b
Mgmt For For Elect Director Arthur W. Coviello, Jr. 1c
Mgmt For For Elect Director William W. Graylin 1d
Mgmt For For Elect Director Roy A. Guthrie 1e
Mgmt For For Elect Director Richard C. Hartnack 1f
Mgmt For For Elect Director Jeffrey G. Naylor 1g
Mgmt For For Elect Director Laurel J. Richie 1h
Mgmt For For Elect Director Olympia J. Snowe 1i
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: <p>Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: <p>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. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.</p>
Mgmt For For Ratify KPMG LLP as Auditors 4
SYNNEX Corporation
Meeting Date: 03/21/2017 Country: USA
Meeting Type: Annual Ticker: SNX
Primary ISIN: US87162W1009 Primary SEDOL: 2002554
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Dwight Steffensen Mgmt For Withhold
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 1,164 of 1,384
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SYNNEX Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Kevin Murai 1.2
Mgmt Withhold For Elect Director Fred Breidenbach 1.3
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.
Mgmt For For Elect Director Hau Lee 1.4
Mgmt Withhold For Elect Director Matthew Miau 1.5
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. 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 For For Elect Director Dennis Polk 1.6
Mgmt For For Elect Director Gregory Quesnel 1.7
Mgmt For For Elect Director Ann Vezina 1.8
Mgmt For For Elect Director Thomas Wurster 1.9
Mgmt For For Elect Director Duane Zitzner 1.10
Mgmt For For Elect Director Andrea Zulberti 1.11
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. 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 suffciently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify KPMG LLP as Auditors 4
Synopsys, Inc.
Meeting Date: 04/06/2017 Country: USA
Meeting Type: Annual Ticker: SNPS
Primary ISIN: US8716071076 Primary SEDOL: 2867719
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Aart J. de Geus Mgmt For For
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.
Page 1,165 of 1,384
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Synopsys, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Chi-Foon Chan 1.2
Mgmt For For Elect Director Janice D. Chaffin 1.3
Mgmt Withhold For Elect Director Bruce R. Chizen 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.
Mgmt Withhold For Elect Director Deborah A. Coleman 1.5
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.
Mgmt For For Elect Director Mercedes Johnson 1.6
Mgmt For For Elect Director Chrysostomos L. "Max" Nikias 1.7
Mgmt Withhold For Elect Director John Schwarz 1.8
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee failed to ensure an appropriately fresh board. Furthermore, the board lacks both an independent chairman and a sufficiently independent lead director. At the very least, the nominating committee should appoint a fully independent lead director whose independence is not compromised.
Mgmt Withhold For Elect Director Roy Vallee 1.9
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.
Mgmt Withhold For Elect Director Steven C. Walske 1.10
Voter Rationale: Policy 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.
Mgmt Against For Amend Omnibus Stock Plan 2
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, this plan could lead to excessive dilution.
Mgmt Against For Approve Non-Employee Director Omnibus Stock
Plan
3
Voter Rationale: Policy Rationale:Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, this plan could lead to excessive dilution.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
5
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. 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 suffciently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Page 1,166 of 1,384
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Synopsys, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify KPMG LLP as Auditors 6
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.
T. Rowe Price Group, Inc.
Meeting Date: 04/26/2017 Country: USA
Meeting Type: Annual Ticker: TROW
Primary ISIN: US74144T1088 Primary SEDOL: 2702337
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Mark S. Bartlett Mgmt For For
Mgmt For For Elect Director Edward C. Bernard 1b
Mgmt For For Elect Director Mary K. Bush 1c
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director H. Lawrence Culp, Jr. 1d
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Freeman A. Hrabowski, III 1e
Mgmt For For Elect Director Robert F. MacLellan 1f
Mgmt For For Elect Director Brian C. Rogers 1g
Mgmt For For Elect Director Olympia J. Snowe 1h
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director William J. Stromberg 1i
Mgmt Against For Elect Director Dwight S. Taylor 1j
Voter Rationale: <p>The nominating committee should remove directors who have long board tenure from committees that require absolute independence.</p>
Mgmt Against For Elect Director Anne Marie Whittemore 1k
Voter Rationale: <p>The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Additionally, this director is not sufficiently independent to serve as the independent lead director. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Sandra S. Wijnberg 1l
Page 1,167 of 1,384
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T. Rowe Price Group, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Alan D. Wilson 1m
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>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. 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 suffciently long period of time.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Amend Omnibus Stock Plan 4
Mgmt Against For Approve Non-Employee Director Omnibus Stock Plan
5
Voter Rationale: <p>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, this plan could lead to excessive dilution. Finally, 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.</p>
Mgmt For For Amend Nonqualified Employee Stock Purchase Plan
6
Mgmt For For Ratify KPMG LLP as Auditors 7
SH Against Against Report on and Assess Proxy Voting Policies in Relation to Climate Change Position
8
SH Against Against Report on and Assess Proxy Voting Policies in Relation to Executive Compensation
9
SH For None Prepare Employment Diversity Report and Report on Diversity Policies
10
Voter Rationale: <p>The company should report to investors on efforts to widen its executive and board candidate pool. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.</p>
TAG Immobilien AG
Meeting Date: 05/16/2017 Country: Germany
Meeting Type: Annual Ticker: TEG
Primary ISIN: DE0008303504 Primary SEDOL: 5735631
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2015 (Non-Voting)
Mgmt
Page 1,168 of 1,384
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TAG Immobilien AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.57 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 5
Mgmt For For Approve Creation of EUR 29 Million Pool of Capital with Partial Exclusion of Preemptive
Rights
6
Voter Rationale: c
Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 29 Million Pool of Capital to Guarantee Conversion Rights
7
Mgmt For For Approve Cancellation of Capital Authorizations 8
Talanx AG
Meeting Date: 05/11/2017 Country: Germany
Meeting Type: Annual Ticker: TLX
Primary ISIN: DE000TLX1005 Primary SEDOL: B8F0TD6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.35 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016
4
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 5.1
Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for the First Quarter of Fiscal 2018
5.2
Page 1,169 of 1,384
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Talanx AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares
6
Mgmt Against For Authorize Use of Financial Derivatives when
Repurchasing Shares
7
Voter Rationale: <p>Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.</p>
Mgmt Against For Approve Issuance of Registered Bonds with Conditional Conversion Obligations without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 126.4 Million Pool of Capital to Guarantee Conversion Rights
8
Voter Rationale: <p>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.</p>
Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 31.6 Million Pool of Capital to Guarantee Conversion Rights
9
Mgmt Against For Approve Creation of EUR 158 Million Pool of Capital with Partial Exclusion of Preemptive
Rights
10
Voter Rationale: <p>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.</p>
Mgmt For For Approve Creation of EUR 1 Million Pool of Capital for Employee Stock Purchase Plan
11
Tapestry, Inc.
Meeting Date: 11/09/2017 Country: USA
Meeting Type: Annual Ticker: TPR
Primary ISIN: US8760301072 Primary SEDOL: BF09HX3
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director David Denton Mgmt For For
Mgmt For For Elect Director Andrea Guerra 1b
Mgmt For For Elect Director Susan Kropf 1c
Mgmt For For Elect Director Annabelle Yu Long 1d
Mgmt For For Elect Director Victor Luis 1e
Page 1,170 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Tapestry, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Ivan Menezes 1f
Mgmt Against For Elect Director William Nuti 1g
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Jide Zeitlin 1h
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt Against For Amend Omnibus Stock Plan 5
Voter Rationale: This plan could lead to excessive dilution. Also, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.. 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.
SH Against Against Report on Net-Zero Greenhouse Gas Emissions 6
SH Against Against Report on Risks from Company's Use of Real Animal Fur
7
Target Corporation
Meeting Date: 06/14/2017 Country: USA
Meeting Type: Annual Ticker: TGT
Primary ISIN: US87612E1064 Primary SEDOL: 2259101
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Roxanne S. Austin Mgmt For Against
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Against For Elect Director Douglas M. Baker, Jr. 1b
Voter Rationale: <p>Executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.</p>
Page 1,171 of 1,384
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Target Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Brian C. Cornell 1c
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director Calvin Darden 1d
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Henrique De Castro 1e
Mgmt For For Elect Director Robert L. Edwards 1f
Mgmt For For Elect Director Melanie L. Healey 1g
Mgmt For For Elect Director Donald R. Knauss 1h
Mgmt For For Elect Director Monica C. Lozano 1i
Mgmt For For Elect Director Mary E. Minnick 1j
Mgmt For For Elect Director Derica W. Rice 1k
Mgmt For For Elect Director Kenneth L. Salazar 1l
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Voter Rationale: <p>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.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: <p>The remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt For For Approve Executive Incentive Bonus Plan 5
Taro Pharmaceutical Industries Ltd.
Meeting Date: 12/28/2017 Country: Israel
Meeting Type: Annual Ticker: TARO
Primary ISIN: IL0010827181 Primary SEDOL: 2872423
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Reelect Dilip Shanghvi as Director Mgmt For For
Page 1,172 of 1,384
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Taro Pharmaceutical Industries Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: <p>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.</p>
Mgmt For For Reelect Abhay Gandhi as Director 1.2
Mgmt For For Reelect Sudhir Valia as Director 1.3
Mgmt For For Reelect Uday Baldota as Director 1.4
Mgmt For For Reelect James Kedrowski as Director 1.5
Mgmt For For Reelect Dov Pekelman as Director 1.6
Mgmt For For Reappoint Ziv Haft as Auditors and Authorize Board to Fix Their Remuneration
2
Mgmt For None Vote FOR if you are NOT a controlling shareholder and do NOT have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. If you vote AGAINST, please provide an explanation to your account manager
A
Tate & Lyle plc
Meeting Date: 07/27/2017 Country: United Kingdom
Meeting Type: Annual Ticker: TATE
Primary ISIN: GB0008754136 Primary SEDOL: 0875413
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Policy 2
Mgmt For For Approve Remuneration Report 3
Mgmt For For Approve Final Dividend 4
Mgmt For For Elect Dr Gerry Murphy as Director 5
Mgmt For For Re-elect Javed Ahmed as Director 6
Mgmt For For Re-elect Nick Hampton as Director 7
Mgmt For For Re-elect Paul Forman as Director 8
Mgmt For For Re-elect Lars Frederiksen as Director 9
Mgmt For For Re-elect Douglas Hurt as Director 10
Page 1,173 of 1,384
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Tate & Lyle plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Jeanne Johns as Director 11
Mgmt For For Re-elect Anne Minto as Director 12
Mgmt For For Re-elect Dr Ajai Puri as Director 13
Mgmt For For Re-elect Sybella Stanley as Director 14
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors
15
Voter Rationale: <p>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.</p>
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
16
Voter Rationale: <p>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.</p>
Mgmt For For Authorise EU Political Donations and Expenditure
17
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
19
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
20
Mgmt For For Authorise Market Purchase of Ordinary Shares 21
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
22
Taylor Wimpey plc
Meeting Date: 04/27/2017 Country: United Kingdom
Meeting Type: Annual Ticker: TW.
Primary ISIN: GB0008782301 Primary SEDOL: 0878230
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Approve Special Dividend 3
Mgmt For For Re-elect Kevin Beeston as Director 4
Mgmt For For Re-elect Pete Redfern as Director 5
Page 1,174 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Taylor Wimpey plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Ryan Mangold as Director 6
Mgmt For For Re-elect James Jordan as Director 7
Mgmt For For Re-elect Kate Barker as Director 8
Mgmt For For Re-elect Mike Hussey as Director 9
Mgmt For For Re-elect Robert Rowley as Director 10
Mgmt For For Re-elect Humphrey Singer as Director 11
Mgmt For For Elect Angela Knight as Director 12
Mgmt For For Reappoint Deloitte LLP as Auditors 13
Mgmt For For Authorise the Audit Committee to Fix
Remuneration of Auditors
14
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
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 Market Purchase of Ordinary Shares 18
Mgmt For For Approve Remuneration Report 19
Mgmt For For Approve Remuneration Policy 20
Mgmt For For Approve Performance Share Plan 21
Mgmt For For Authorise EU Political Donations and
Expenditure
22
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
23
TBC Bank Group plc
Meeting Date: 06/05/2017 Country: United Kingdom
Meeting Type: Annual Ticker: TBCG
Primary ISIN: GB00BYT18307 Primary SEDOL: BYT1830
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Page 1,175 of 1,384
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TBC Bank Group plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Policy 2
Voter Rationale: <p>Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.</p>
Mgmt For For Approve Remuneration Report 3
Voter Rationale: <p>Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.</p>
Mgmt For For Approve Final Dividend 4
Mgmt For For Elect Mamuka Khazaradze as Director 5
Mgmt For For Elect Badri Japaridze as Director 6
Mgmt For For Elect Nikoloz Enukidze as Director 7
Mgmt Against For Elect Stefano Marsaglia as Director 8
Voter Rationale: <p>Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.</p>
Mgmt For For Elect Nicholas Haag as Director 9
Mgmt For For Elect Eric Rajendra as Director 10
Mgmt Against For Elect Stephan Wilcke as Director 11
Voter Rationale: <p>Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.</p>
Mgmt For For Elect Vakhtang Butskhrikidze as Director 12
Mgmt For For Elect Giorgi Shagidze as Director 13
Mgmt For For Appoint PricewaterhouseCoopers LLP as
Auditors
14
Voter Rationale: <p>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.</p>
Mgmt For For Authorise Board to Fix Remuneration of Auditors 15
Voter Rationale: <p>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.</p>
Mgmt For For Approve Scrip Dividend Scheme 16
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
19
Mgmt For For Authorise Market Purchase of Ordinary Shares 20
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
21
Page 1,176 of 1,384
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TCS Group Holdings Plc
Meeting Date: 05/29/2017 Country: Cyprus
Meeting Type: Annual Ticker: TCS
Primary ISIN: US87238U2033 Primary SEDOL: BF233S0
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Meeting for GDR Holders Mgmt
Mgmt For For Elect Chairman of Meeting 1
Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration
2
Mgmt For For Re-elect Martin Cocker as Director 3
Mgmt Against For Re-elect Philippe Delpal as Director 4
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Approve Director Remuneration 5
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote. Significant fee increases should be linked to material changes in the role and responsibilities of directors.
Mgmt For For Authorize Share Repurchase Program 6
TDC A/S
Meeting Date: 03/09/2017 Country: Denmark
Meeting Type: Annual Ticker: TDC
Primary ISIN: DK0060228559 Primary SEDOL: 5698790
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 Discharge of Management and Board 3
Mgmt For For Approve Allocation of Income and Dividends 4
Mgmt For For Reelect Pierre Danon as Director 5a
Voter Rationale: <p>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.</p>
Page 1,177 of 1,384
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TDC A/S Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Stine Bosse as Director 5b
Mgmt For For Reelect Angus Porter as Director 5c
Mgmt For For Reelect Pieter Knook as Director 5d
Mgmt For For Reelect Benoit Scheen as Director 5e
Mgmt For For Reelect Marianne Rorslev Bock as Director 5f
Mgmt For For Elect Lene Skole as New Director 5g
Mgmt For For Ratify PricewaterhouseCoopers as Auditor 6
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Share Repurchase Program 7a
Mgmt Against For Approve Guidelines for Incentive-Based Compensation for Executive Management and
Board
7b
Voter Rationale: <p>The remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt For For Approve Remuneration of Directors 7c
Mgmt Shareholder Proposals Submitted by Jens Stensgaard Hansen
SH Against None Ensure Fixed-Line Network for Hjordis Engell 7d
Voter Rationale: <p>A vote AGAINST this item is warranted as the proposal is outside of the scope of the board's responsibilities.</p>
Mgmt Other Business 8
TE Connectivity Ltd.
Meeting Date: 03/08/2017 Country: Switzerland
Meeting Type: Annual Ticker: TEL
Primary ISIN: CH0102993182 Primary SEDOL: B62B7C3
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Pierre R. Brondeau Mgmt For For
Mgmt For For Elect Director Terrence R. Curtin 1b
Mgmt For For Elect Director Carol A. ('John') Davidson 1c
Mgmt For For Elect Director William A. Jeffrey 1d
Mgmt For For Elect Director Thomas J. Lynch 1e
Page 1,178 of 1,384
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TE Connectivity Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Yong Nam 1f
Mgmt For For Elect Director Daniel J. Phelan 1g
Mgmt For For Elect Director Paula A. Sneed 1h
Mgmt For For Elect Director Abhijit Y. Talwalkar 1i
Mgmt For For Elect Director Mark C. Trudeau 1j
Mgmt For For Elect Director John C. Van Scoter 1k
Mgmt For For Elect Director Laura H. Wright 1l
Mgmt For For Elect Board Chairman Thomas J. Lynch 2
Mgmt For For Elect Daniel J. Phelan as Member of Management Development & Compensation Committee
3a
Mgmt For For Elect Paula A. Sneed as Member of Management Development & Compensation Committee
3b
Mgmt For For Elect John C. Van Scoter as Member of Management Development & Compensation Committee
3c
Mgmt For For Designate Rene Schwarzenbach as Independent
Proxy
4
Mgmt For For Accept Annual Report for Fiscal Year Ended
September 30, 2016
5.1
Mgmt For For Accept Statutory Financial Statements for Fiscal
Year Ended September 30, 2016
5.2
Mgmt For For Approve Consolidated Financial Statements for
Fiscal Year Ended September 30, 2016
5.3
Mgmt For For Approve Discharge of Board and Senior
Management
6
Mgmt For For Ratify Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal Year 2017
7.1
Mgmt For For Ratify Deloitte AG as Swiss Registered Auditors 7.2
Mgmt For For Ratify PricewaterhouseCoopers AG as Special
Auditors
7.3
Mgmt For For Advisory Vote to Ratify Named Executive
Officers' Compensation
8
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 9
Mgmt For For Amend Omnibus Stock Plan 10
Mgmt For For Approve the Increase in Maximum Aggregate
Remuneration of Executive Management
11
Mgmt For For Approve the Increase in Maximum Aggregate
Remuneration of Board of Directors
12
Page 1,179 of 1,384
Metzler All Votes Report
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TE Connectivity Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Available Earnings at
September 30, 2016
13
Mgmt For For Approve Declaration of Dividend 14
Mgmt Against For Authorize Share Repurchase Program 15
Voter Rationale: A vote AGAINST this proposal is warranted because- The proposal language would permit the company to hold more than 10 percent of share capital in treasury, and- The repurchase proposal does not have a time limit.
Mgmt For For Approve Reduction of Share Capital 16
Mgmt Against For Adjourn Meeting 17
Voter Rationale: A vote AGAINST this proposal is warranted given that it is not narrowly crafted and there is an item on the agenda that do not warrant support.
Technicolor
Meeting Date: 05/24/2017 Country: France
Meeting Type: Annual/Special Ticker: TCH
Primary ISIN: FR0010918292 Primary SEDOL: B4MMD80
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.06 per Share
3
Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions and Acknowledge the Absence of New Transactions
4
Voter Rationale: Non-executive directors should not provide consulting services to the company as this may compromise their independence and ability to hold management accountable.
Mgmt For For Reelect Hugues Lepic as Director 5
Mgmt For For Non-Binding Vote on Compensation of Didier
Lombard, Chairman of the Board
6
Mgmt For For Non-Binding Vote on Compensation of Frederic
Rose, CEO
7
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Page 1,180 of 1,384
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Technicolor Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Policy of Bruce Hack,
Chairman of the Board
8
Mgmt For For Approve Remuneration Policy of Frederic Rose,
CEO
9
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
10
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
11
Mgmt For For Amend Article 11.3 of Bylaws Re: Terms of Designation of Employee Representatives in the
Board of Directors
12
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other Formalities
13
TechnoPro Holdings Inc.
Meeting Date: 09/28/2017 Country: Japan
Meeting Type: Annual Ticker: 6028
Primary ISIN: JP3545240008 Primary SEDOL: BSM8SQ9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 62.79
Mgmt For For
Mgmt For For Amend Articles to Amend Business Lines 2
Mgmt For For Elect Director Nishio, Yasuji 3.1
Mgmt Against For Elect Director Sato, Hiroshi 3.2
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Shimaoka, Gaku 3.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Asai, Koichiro 3.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Page 1,181 of 1,384
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TechnoPro Holdings Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Yagi, Takeshi 3.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Watabe, Tsunehiro 3.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Elect Director Yamada, Kazuhiko 3.7
Mgmt For For Elect Director Sakamoto, Harumi 3.8
Mgmt For For Appoint Statutory Auditor Takao, Mitsutoshi 4
Mgmt For For Appoint Alternate Statutory Auditor Kitaarai, Yoshio
5
Mgmt Against For Approve Equity Compensation Plan 6
Voter Rationale: <p>This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.</p>
Technotrans AG
Meeting Date: 05/12/2017 Country: Germany
Meeting Type: Annual Ticker: TTR1
Primary ISIN: DE000A0XYGA7 Primary SEDOL: 5413700
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.55 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 5
Techtronic Industries Co., Ltd.
Meeting Date: 05/19/2017 Country: Hong Kong
Meeting Type: Annual Ticker: 669
Primary ISIN: HK0669013440 Primary SEDOL: B0190C7
Page 1,182 of 1,384
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Techtronic Industries Co., Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Elect Horst Julius Pudwill as Director 3a
Mgmt For For Elect Joseph Galli Jr. as Director 3b
Mgmt For For Elect Peter David Sullivan as Director 3c
Mgmt Against For Elect Vincent Ting Kau Cheung as Director 3d
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 chairmanship could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Johannes-Gerhard Hesse as Director 3e
Mgmt For For Authorize Board to Fix Remuneration of
Directors
3f
Mgmt For For Approve Deloitte Touche Tohmatsu as Auditors
and Authorize Board to Fix Their Remuneration
4
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5
Mgmt For For Authorize Repurchase of Issued Share Capital 6
Mgmt Against For Authorize Reissuance of Repurchased Shares 7
Mgmt Against For Adopt Share Option Scheme 8
TEGNA Inc.
Meeting Date: 05/04/2017 Country: USA
Meeting Type: Annual Ticker: TGNA
Primary ISIN: US87901J1051 Primary SEDOL: BZ0P3Z5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Jennifer Dulski Mgmt For For
Mgmt For For Elect Director Howard D. Elias 1b
Mgmt For For Elect Director Lidia Fonseca 1c
Mgmt For For Elect Director Jill Greenthal 1d
Page 1,183 of 1,384
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TEGNA Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Marjorie Magner 1e
Mgmt For For Elect Director Gracia C. Martore 1f
Mgmt For For Elect Director Scott K. McCune 1g
Mgmt For For Elect Director Henry W. McGee 1h
Mgmt For For Elect Director Susan Ness 1i
Mgmt For For Elect Director Bruce P. Nolop 1j
Mgmt For For Elect Director Neal Shapiro 1k
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: <p>Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Teijin Ltd.
Meeting Date: 06/22/2017 Country: Japan
Meeting Type: Annual Ticker: 3401
Primary ISIN: JP3544000007 Primary SEDOL: 6880507
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Oyagi, Shigeo Mgmt For For
Mgmt For For Elect Director Suzuki, Jun 1.2
Mgmt For For Elect Director Yamamoto, Kazuhiro 1.3
Mgmt For For Elect Director Uno, Hiroshi 1.4
Mgmt For For Elect Director Takesue, Yasumichi 1.5
Mgmt For For Elect Director Sonobe, Yoshihisa 1.6
Mgmt For For Elect Director Iimura, Yutaka 1.7
Mgmt For For Elect Director Seki, Nobuo 1.8
Mgmt For For Elect Director Seno, Kenichiro 1.9
Page 1,184 of 1,384
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Teijin Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Otsubo, Fumio 1.10
Mgmt For For Appoint Statutory Auditor Nakayama, Hitomi 2
Telecom Italia Spa
Meeting Date: 05/04/2017 Country: Italy
Meeting Type: Annual Ticker: TIT
Primary ISIN: IT0003497168 Primary SEDOL: 7634394
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income
1
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Finally, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Mgmt Shareholder Proposals Submitted by Vivendi SA
SH For None Fix Number of Directors 3.1
Voter Rationale: This item warrants a vote FOR as it is routine and non-contentious.
SH For None Fix Board Terms for Directors 3.2
Voter Rationale: This item warrants a vote FOR as it is routine and non-contentious.
SH For None Approve Remuneration of Directors 3.3
Voter Rationale: This item warrants a vote FOR because the proposed non-executive remuneration has been disclosed.However, this is not without concerns because the proposed remuneration may be excessive compared to peers.
Mgmt Appoint Directors (Slate Election) - Choose One of the Following Slates
SH Do Not Vote None Slate Submitted by Vivendi SA 3.4.1
Voter Rationale: This slate warrants DO NOT VOTE because:- Shareholders can support only one slate.- This board election is not contentious. All candidates on ballot will be appointed.- This slate contains one overboarded director (Arnaud de Puyfontaine).- The slate filed under item 3.2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.
Page 1,185 of 1,384
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Telecom Italia Spa Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH For None Slate Submitted by Institutional Investors
(Assogestioni)
3.4.2
Voter Rationale: This resolution warrants a vote FOR because:- Shareholders can support only one slate.- This board election is not contentious.- This slate has been put forth by minority shareholders, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carry out an effective oversight on the management's behavior.- Candidates on this list have agreed to adhere to the chart of corporate governance principles adopted by Assogestioni.
Mgmt Shareholder Proposal Submitted by Vivendi SA
SH Against None Authorize New Directors to Assume Positions in Competing Companies
3.5
Voter Rationale: A vote AGAINST is warranted considering the lack of disclosure on the rationale and directors targeted by this proposal.
Telefonaktiebolaget LM Ericsson
Meeting Date: 03/29/2017 Country: Sweden
Meeting Type: Annual Ticker: ERIC B
Primary ISIN: SE0000108656 Primary SEDOL: 5959378
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt Receive Financial Statements and Statutory
Reports
6
Mgmt Receive President's Report 7
Mgmt For For Accept Financial Statements and Statutory
Reports
8.1
Mgmt For For Approve Discharge of Board and President 8.2
Mgmt For For Approve Allocation of Income and Dividends of
SEK 1 Per Share
8.3
Mgmt For For Determine Number of Directors (11) and Deputy
Directors (0) of Board
9
Page 1,186 of 1,384
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Telefonaktiebolaget LM Ericsson Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 4.1 Million for Chairman and SEK 990,000 for Other Directors, Approve Remuneration for Committee Work
10
Mgmt For For Elect Jon Baksaas as New Director 11.1
Mgmt Against For Elect Jan Carlson as New Director 11.2
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Nora Denzel as Director 11.3
Mgmt For For Reelect Borje Ekholm as Director 11.4
Mgmt For For Elect Eric Elzvik as New Director 11.5
Mgmt For For Reelect Leif Johansson as Director 11.6
Mgmt For For Reelect Kristin Lund as Director 11.7
Mgmt For For Reelect Kristin Rinne as Director 11.8
Mgmt For For Reelect Sukhinder Cassidy as Director 11.9
Mgmt Against For Reelect Helena Stjernholm as Director 11.10
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Jacob Wallenberg as Director 11.11
Mgmt For For Reappoint Leif Johansson as Board Chairman 12
Mgmt For For Determine Number of Auditors (1) and Deputy Auditors (0)
13
Mgmt For For Approve Remuneration of Auditors 14
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 15
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
16
Mgmt For For Approve Long-Term Variable Compensation
Program 2017 (LTV 2017)
17.1
Mgmt For For Authorize Transfer of up to 2.2 Million B Shares in Connection to LTV 2017; Approve Reissuance of 800,000 B Shares to Cover Expenses; Approve Directed Issuance of up to 3 Million C Shares; Approve Directed Repurchase of up to 3
Million C Shares
17.2
Page 1,187 of 1,384
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Telefonaktiebolaget LM Ericsson Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Equity Swap Agreement with Third
Party as Alternative Financing
17.3
Voter Rationale: Directors should not use derivatives or other instruments to hedge shareholding or unvested equity awards against negative share price movements.
Mgmt For For Approve Transfer of up to 19.8 Million Shares in Connection to LTV 2013, LTV 2014, LTV 2015
and LTV 2016
18
Mgmt Shareholder Proposals Submitted by Einar Hellbom and Thorwald Arvidsson
SH For None Require the Board to Present a Proposal on Equal Voting Rights for All Shares at the AGM
2018
19
Voter Rationale: A vote FOR this item is warranted, as this resolution concerns a plan of providing all shares with equal voting rights, which would bring shareholder voting rights in line with their equity capital commitment.
SH Against None Request Board to Propose to the Swedish Government Legislation on the Abolition of Voting Power Differences in Swedish Limited Liability Companies
20
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Amend Articles Re: Voting Power Differences 21.1
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Amend Articles Re: Former Politicians on the
Board of Directors
21.2
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Adopt Vision Regarding Work Place Accidents in
the Company
22.1
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Require Board to Appoint Work Group
Regarding Work Place Accidents
22.2
Voter Rationale: A vote AGAINST Items 20-23 is warranted, as these proposals either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Require Report on the Work Regarding Work Place Accidents to be Published at AGM and
Include the Report in Annual Report
22.3
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Adopt a Vision for Absolute Gender Equality on All Levels Within the Company
22.4
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
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Telefonaktiebolaget LM Ericsson Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity Diversification Within the Company
22.5
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Require the Results from the Working Group Concerning Item 22.4 to be Reported to the
AGM
22.6
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Request Board to Take Necessary Action to Create a Shareholders' Association
22.7
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Prohibit Directors from Being Able to Invoice Director's Fees via Swedish and Foreign Legal Entities
22.8
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Request Board to Propose to the Appropriate Authority to Bring About a Changed Regulation in the Area Relating to Item 22.8
22.9
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Require Nomination Committee to Consider
Matters Related to Ethics, Gender and Ethnicity
22.10
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Request Board to Propose to the Swedish Government to Draw Attention to the Need for Introducing a "cool-off" Period For Politicians
22.11
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Instruct the Board to Prepare a Proposal for the Representation of Small- and Midsized Shareholders in the Board and Nomination Committee
22.12
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
SH Against None Assign Special Examiner to Examine if Corruption has Occurred in the Company's
Business
23
Voter Rationale: A vote against is warranted, as this proposal either seek to micromanage the company or otherwise are overly prescriptive given the company's policies and practices.
Mgmt Close Meeting 24
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Telefonica S.A.
Meeting Date: 06/08/2017 Country: Spain
Meeting Type: Annual Ticker: TEF
Primary ISIN: ES0178430E18 Primary SEDOL: 5732524
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Approve Consolidated and Standalone Financial Statements
Mgmt For For
Mgmt For For Approve Discharge of Board 1.2
Mgmt For For Approve Allocation of Income 2
Mgmt For For Reelect Jose Maria Alvarez-Pallete Lopez as Director
3.1
Voter Rationale: <p>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.</p>
Mgmt Against For Reelect Ignacio Moreno Martinez as Director 3.2
Voter Rationale: <p>For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt Against For Ratify Appointment of and Elect Francisco Jose Riberas Mera as Director
3.3
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Appointment of and Elect Carmen Garcia
de Andres as Director
3.4
Mgmt For For Fix Number of Directors at 17 4
Voter Rationale: <p>For maximum effectiveness a board should include between 5 and 15 directors. In this case, the board is comprised of 18 members. Under this item, the company therefore proposes to reduce the board size from 18 to 17 directors. Although the proposed board size still exceeds the local best practice recommendations of a maximum of 15 directors, the reduction is a positive development.</p>
Mgmt For For Approve Dividends Charged to Unrestricted
Reserves
5
Mgmt Against For Authorize Issuance of Non-Convertible and/or Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 25 Billion with Exclusion of Preemptive Rights up to 20 Percent
of Capital
6
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions
7
Mgmt For For Advisory Vote on Remuneration Report 8
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Teleperformance SE
Meeting Date: 06/23/2017 Country: France
Meeting Type: Annual/Special Ticker: RCF
Primary ISIN: FR0000051807 Primary SEDOL: 5999330
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.30 per Share
3
Mgmt For For Receive Auditors' Special Report on Related-Party Transactions Mentioning the
Absence of New Transactions
4
Mgmt Against For Non-Binding Vote on Compensation of Daniel Julien, Chairman of the Board
5
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, if granted, payments to former executives should be no greater than two times base salary and should be linked to meaningful performance conditions.</p>
Mgmt Against For Non-Binding Vote on Compensation of Paulo Cesar Salles Vasques, CEO
6
Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.</p>
Mgmt Against For Approve Remuneration Policy of Chairman of
the Board
7
Voter Rationale: <p>The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, 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.</p>
Mgmt Against For Approve Remuneration Policy of CEO 8
Voter Rationale: <p>The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Finally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.</p>
Mgmt For For Reelect Philippe Dominati as Director 9
Mgmt For For Reelect Christobel Selecky as Director 10
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Teleperformance SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Angela Maria Sierra-Moreno as Director 11
Mgmt For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 720,000
12
Mgmt For For Renew Appointment of Deloitte & Associes SA
as Auditor
13
Mgmt For For Renew Appointment of KPMG Audit IS SAS as
Auditor
14
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
15
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares
16
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 142 Million for Bonus Issue or Increase in Par Value
17
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 40 Million
18
Mgmt Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 28 Million
19
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
20
Mgmt For For Authorize Filing of Required Documents/Other Formalities
21
Telia Company AB
Meeting Date: 04/05/2017 Country: Sweden
Meeting Type: Annual Ticker: TELIA
Primary ISIN: SE0000667925 Primary SEDOL: 5978384
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
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Telia Company AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt Receive Financial Statements and Statutory Reports; Receive Report by Chairman of the Board; Receive CEO's report
6
Mgmt For For Accept Financial Statements and Statutory
Reports
7
Mgmt For For Approve Allocation of Income and Dividends of
SEK 2 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Determine Number of Directors (8) and Deputy
Directors (0) of Board
10
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.65 Million to Chair, SEK 795,000 to Vice Chair and SEK 560,000 to Other Directors; Approve Remuneration for Committee
Work
11
Mgmt For For Reelect Susanna Campbell as Director 12a
Mgmt For For Reelect Marie Ehrling as Director 12b
Mgmt For For Reelect Olli-Pekka Kallasvuo as Director 12c
Mgmt For For Reelect Mikko Kosonen as Director 12d
Mgmt For For Reelect Nina Linander as Director 12e
Mgmt For For Reelect Martin Lorentzon as Director 12f
Mgmt For For Reelect Anna Settman as Director 12g
Mgmt For For Reelect Olaf Swantee as Director 12h
Mgmt For For Reelect Marie Ehrling as Board Chairman 13a
Mgmt For For Reelect Olli-Pekka Kallasvuo as Vice Chairman 13b
Mgmt For For Determine Number of Auditors (1) and Deputy
Auditors (0)
14
Mgmt For For Approve Remuneration of Auditors 15
Mgmt For For Ratify Deloitte as Auditors 16
Mgmt For For Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee
17
Mgmt For For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
18
Mgmt For For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares
19
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Telia Company AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Performance Share Program for Key
Employees
20a
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 Transfer of Shares in Connection with Performance Share Program
20b
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Shareholder Proposals Submitted by Thorwald Arvidsson
SH Against None Adopt a Vision for Absolute Gender Equality on All Levels Within the Company
21a
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Instruct the Board to Set Up a Working Group Concerning Gender and Ethnicity
21b
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Require the Results from the Working Group Concerning Item 21a to be Reported to the AGM
21c
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Request Board to Take Necessary Action to
Create a New Shareholders' Association
21d
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Prohibit Directors from Being Able to Invoice Director's Fees via Swedish and Foreign Legal Entities
21e
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Instruct the Nomination Committee to Pay Extra Attention to Questions Concerning Ethics,
Gender, and Ethnicity
21f
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Instruct the Board to Prepare a Proposal for the Representation of Small- and Midsized Shareholders in the Board and Nomination Committee
21g
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
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Telia Company AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Instruct the Board to Perform an Investigation About How the Main Ownership Has Been Exercised By The Governments of Finland and Sweden
21h
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Instruct the Board to Peform an Investigation About the Relationship Between the Current Shareholders Association and the Company, Paying Particular Attention to the Financial
Aspects
21i
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Instruct the Board to Perform an Investigation of the Company's Non-European Business, Paying Particular Attention to the Actions of the Board, CEO and Auditors
21j
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Require the Materials From the Investigation Concerning item 21j to be Made Public Both Internally and Externally
21k
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
SH Against None Amend Articles Re: Former Politicians on the
Board of Directors
22
Voter Rationale: A vote against is warranted, as this proposal either seeks to micromanage the company or otherwise is overly prescriptive given the company's policies and practices.
Telit Communications PLC
Meeting Date: 04/26/2017 Country: United Kingdom
Meeting Type: Annual Ticker: TCM
Primary ISIN: GB00B06GM726 Primary SEDOL: B06GM72
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
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Telit Communications PLC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Report 3
Voter Rationale: The terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval. Furthermore, long-term incentive awards should be used to incentivise long-term performance and should not be allowed to vest within 3 years since the date of grant. Finally, 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 Reappoint Ernst & Young LLP as Auditors 4
Mgmt For For Authorise Board to Fix Remuneration of Auditors 5
Mgmt For For Re-elect Yosi Fait as Director 6
Mgmt Against For Re-elect Lars Reger as Director 7
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
8
Mgmt For For Approve Scrip Dividend Policy 9
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
10
Mgmt For For Authorise Market Purchase of Ordinary Shares 11
Telstra Corporation Limited
Meeting Date: 10/17/2017 Country: Australia
Meeting Type: Annual Ticker: TLS
Primary ISIN: AU000000TLS2 Primary SEDOL: 6087289
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
3a Elect Peter Hearl as Director Mgmt For For
Mgmt For For Elect John Mullen as Director 3b
Mgmt For For Approve Grant of Restricted Shares and
Performance Rights to Andrew Penn
4
Voter Rationale: Companies should base vesting levels on multiple performance criteria that reflect both absolute and relative financial metrics rather than a single performance criterion, and should stagger vesting to reward progressively better performance.
Mgmt For For Approve Remuneration Report 5
Voter Rationale: The remuneration report does not articulate how executives performed against historic performance targets. The board should articulate how bonus payments reflect prior year performance, as well as outlining forward-looking targets that underpin long-term incentive plans.
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Temenos Group AG
Meeting Date: 05/10/2017 Country: Switzerland
Meeting Type: Annual Ticker: TEMN
Primary ISIN: CH0012453913 Primary SEDOL: 7147892
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Income 2
Mgmt For For Approve Dividends of CHF 0.55 per Share from Capital Contribution Reserves
3
Mgmt For For Approve Discharge of Board and Senior Management
4
Mgmt For For Approve Creation of CHF 69.5 Million Pool of Capital without Preemptive Rights
5
Mgmt For For Approve Remuneration of Directors in the Amount of USD 7.4 Million
6.1
Mgmt For For Approve Remuneration of Executive Committee in the Amount of USD 18.5 Million
6.2
Mgmt For For Elect Peter Spenser as Director 7.1
Mgmt For For Reelect Andreas Andreades as Director and Board Chairman
7.2.1
Mgmt For For Reelect Sergio Giacoletto-Roggio as Director 7.2.2
Mgmt For For Reelect George Koukis as Director 7.2.3
Mgmt For For Reelect Ian Cookson as Director 7.2.4
Mgmt For For Reelect Thilbault de Tersant as Director 7.2.5
Mgmt For For Reelect Erik Hansen as Director 7.2.6
Mgmt For For Reelect Yok Tak Amy Yip as Director 7.2.7
Mgmt For For Appoint Yok Tak Amy Yip as Member of the Compensation Committee
8.1
Mgmt For For Appoint Sergio Giacoletto-Roggio as Member of the Compensation Committee
8.2.1
Mgmt For For Appoint Ian Cookson as Member of the Compensation Committee
8.2.2
Mgmt For For Appoint Erik Hansen as Member of the Compensation Committee
8.2.3
Mgmt For For Designate Perreard de Boccard as Independent Proxy
9
Mgmt For For Ratify PricewaterhouseCoopers SA as Auditors 10
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Temenos Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Transact Other Business (Voting) 11
Voter Rationale: A vote AGAINST is warranted because: - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these any 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.
Tencent Holdings Ltd.
Meeting Date: 05/17/2017 Country: Cayman Islands
Meeting Type: Annual Ticker: 700
Primary ISIN: KYG875721634 Primary SEDOL: BMMV2K8
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Elect Lau Chi Ping Martin as Director 3a
Mgmt For For Elect Charles St Leger Searle as Director 3b
Mgmt Against For Elect Yang Siu Shun as Director 3c
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness
Mgmt For For Authorize Board to Fix Remuneration of
Directors
3d
Mgmt For For Approve PricewaterhouseCoopers as Auditor
and Authorize Board to Fix Their Remuneration
4
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 For For Authorize Repurchase of Issued Share Capital 6
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 Adopt 2017 Share Option 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. Furthermore, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
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Tencent Holdings Ltd.
Meeting Date: 05/17/2017 Country: Cayman Islands
Meeting Type: Special Ticker: 700
Primary ISIN: KYG875721634 Primary SEDOL: BMMV2K8
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Adopt Share Option Plan of Tencent Music Entertainment Group
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, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Teradata Corporation
Meeting Date: 04/19/2017 Country: USA
Meeting Type: Annual Ticker: TDC
Primary ISIN: US88076W1036 Primary SEDOL: B247H10
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Nancy E. Cooper 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 For For Elect Director Daniel R. Fishback 1b
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 For For Elect Director David E. Kepler 1c
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 For For Elect Director William S. Stavropoulos 1d
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 Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.
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Teradata Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
Terna SpA
Meeting Date: 03/23/2017 Country: Italy
Meeting Type: Special Ticker: TRN
Primary ISIN: IT0003242622 Primary SEDOL: B01BN57
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Extraordinary Business Mgmt
Mgmt For For Amend Articles 14.3 and 26.2 Re: Board of Directors and Board of Internal Auditors
1
Terna SpA
Meeting Date: 04/27/2017 Country: Italy
Meeting Type: Annual Ticker: TRN
Primary ISIN: IT0003242622 Primary SEDOL: B01BN57
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt Management Proposals
Mgmt For For Accept Financial Statements and Statutory
Reports
1
Mgmt For For Approve Allocation of Income 2
Mgmt Shareholder Proposal Submitted by CDP RETI
SpA
SH For None Approve Number of Director and Length of
Their Mandate
3
Mgmt Appoint Directors (Slate Election) - Choose One
of the Following Slates
SH Do Not Vote None Slate Submitted by CDP RETI SpA 4.1
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Terna SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH For None Slate Submitted by Institutional Investors
(Assogestioni)
4.2
Mgmt Shareholder Proposals Submitted by CDP RETI
SpA
SH For None Elect Catia Bastioli as Board Chair 5
SH For None Approve Remuneration of Directors 6
Mgmt Appoint Internal Statutory Auditors (Slate
Election) - Choose One of the Following Slates
SH Against None Slate Submitted by CDP RETI SpA 7.1
SH For None Slate Submitted by Institutional Investors
(Assogestioni)
7.2
Mgmt Shareholder Proposal Submitted by CDP RETI
SpA
SH For None Approve Internal Auditors' Remuneration 8
Mgmt Management Proposals
Mgmt Against For Approve Remuneration Policy 9
Mgmt Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders
A
Tesco PLC
Meeting Date: 06/16/2017 Country: United Kingdom
Meeting Type: Annual Ticker: TSCO
Primary ISIN: GB0008847096 Primary SEDOL: 0884709
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Elect Steve Golsby as Director 3
Mgmt For For Re-elect John Allan as Director 4
Mgmt For For Re-elect Dave Lewis as Director 5
Mgmt For For Re-elect Mark Armour as Director 6
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Tesco PLC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Byron Grote as Director 7
Mgmt For For Re-elect Mikael Olsson as Director 8
Mgmt For For Re-elect Deanna Oppenheimer as Director 9
Mgmt For For Re-elect Simon Patterson as Director 10
Mgmt For For Re-elect Alison Platt as Director 11
Mgmt For For Re-elect Lindsey Pownall as Director 12
Mgmt For For Re-elect Alan Stewart as Director 13
Mgmt For For Reappoint Deloitte LLP as Auditors 14
Mgmt For For Authorise Board to Fix Remuneration of Auditors 15
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
16
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
18
Mgmt For For Authorise Market Purchase of Ordinary Shares 19
Mgmt For For Authorise EU Political Donations and
Expenditure
20
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
21
Tesoro Corporation
Meeting Date: 03/24/2017 Country: USA
Meeting Type: Special Ticker: TSO
Primary ISIN: US8816091016 Primary SEDOL: 2884569
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Issue Shares in Connection with Acquisition Mgmt For For
Mgmt For For Increase Authorized Common Stock 2
Mgmt For For Adjourn Meeting 3
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Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Tesoro Corporation
Meeting Date: 05/04/2017 Country: USA
Meeting Type: Annual Ticker: TSO
Primary ISIN: US8816091016 Primary SEDOL: 2884569
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Rodney F. Chase Mgmt For For
Mgmt For For Elect Director Edward G. Galante 1.2
Mgmt For For Elect Director Gregory J. Goff 1.3
Voter Rationale: <p>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 for preserving accountability. Furthermore, 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.</p>
Mgmt For For Elect Director David Lilley 1.4
Mgmt For For Elect Director Mary Pat McCarthy 1.5
Mgmt For For Elect Director J.W. Nokes 1.6
Mgmt For For Elect Director William H. Schumann, III 1.7
Mgmt For For Elect Director Susan Tomasky 1.8
Mgmt For For Elect Director Michael E. Wiley 1.9
Mgmt For For Elect Director Patrick Y. Yang 1.10
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Texas Instruments Incorporated
Meeting Date: 04/20/2017 Country: USA
Meeting Type: Annual Ticker: TXN
Primary ISIN: US8825081040 Primary SEDOL: 2885409
Page 1,203 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Texas Instruments Incorporated
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Ralph W. Babb, Jr. Mgmt For For
Mgmt For For Elect Director Mark A. Blinn 1b
Mgmt Against For Elect Director Todd M. Bluedorn 1c
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 Daniel A. Carp 1d
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.
Mgmt For For Elect Director Janet F. Clark 1e
Mgmt Against For Elect Director Carrie S. Cox 1f
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.
Mgmt For For Elect Director Jean M. Hobby 1g
Mgmt For For Elect Director Ronald Kirk 1h
Mgmt Against For Elect Director Pamela H. Patsley 1i
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.
Mgmt For For Elect Director Robert E. Sanchez 1j
Mgmt Against For Elect Director Wayne R. Sanders 1k
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.
Mgmt For For Elect Director Richard K. Templeton 1l
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Ernst & Young LLP as Auditors 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.
Page 1,204 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
TGS Nopec Geophysical Co. ASA
Meeting Date: 05/09/2017 Country: Norway
Meeting Type: Annual Ticker: TGS
Primary ISIN: NO0003078800 Primary SEDOL: B15SLC4
Did Not Vote Due to Ballot Shareblocking
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting; Registration of Attending
Shareholders and Proxies
Mgmt
Mgmt Do Not Vote For Elect Chairman of Meeting; Designate Inspector(s) of Minutes of Meeting
2
Mgmt Do Not Vote For Approve Notice of Meeting and Agenda 3
Mgmt Do Not Vote For Accept Financial Statements and Statutory Reports; Accept Board's Report
4
Mgmt Do Not Vote For Approve Remuneration of Auditors in the
Amount of USD 154,000 for Fiscal Year 2016
5
Mgmt Do Not Vote For Reelect Henry H. Hamilton III (Chairman) as
Director
6a
Mgmt Do Not Vote For Reelect Mark Leonard as Director 6b
Mgmt Do Not Vote For Reelect Vicki Messer as Director 6c
Mgmt Do Not Vote For Reelect Tor Lonnum as Director 6d
Mgmt Do Not Vote For Reelect Wenche Agerup as Director 6e
Mgmt Do Not Vote For Reelect Elisabeth Grieg as Director 6f
Mgmt Do Not Vote For Reelect Torstein Sanness as Director 6g
Mgmt Do Not Vote For Elect Nils Dyvik as Director 6h
Mgmt Do Not Vote For Approve Remuneration of Directors 7
Mgmt Do Not Vote For Elect Tor Himberg-Larsen as Chairman of
Nominating Committee
8a
Mgmt Do Not Vote For Elect Christina Stray as Member of Nominating
Committee
8b
Mgmt Do Not Vote For Approve Remuneration of Nominating Committee Members
9
Mgmt Discuss Company's Corporate Governance Statement
10
Page 1,205 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
TGS Nopec Geophysical Co. ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
11
Mgmt Do Not Vote For Approve Restricted Stock Incentive Plan LTIP
2017
12
Mgmt Do Not Vote For Authorize Share Repurchase Program 13
Mgmt Do Not Vote For Approve Creation of NOK 2.55 Million Pool of
Capital without Preemptive Rights
14a
Mgmt Do Not Vote For Approve Issuance of Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of NOK 2.25 Billion; Approve Creation of NOK 2.6 Million Pool of Capital to Guarantee
Conversion Rights
14b
Mgmt Do Not Vote For Authorize the Board to Pay Dividends 15
Thai Beverage PCL
Meeting Date: 01/26/2017 Country: Thailand
Meeting Type: Annual Ticker: Y92
Primary ISIN: TH0902010014 Primary SEDOL: B15F664
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Minutes of Previous Meeting Mgmt For For
Mgmt Acknowledge Business Operation for 2016 and the Report of the Board of Directors
2
Mgmt For For Approve Financial Statements and Auditors' Reports
3
Mgmt For For Approve Dividend Payment and Appropriation for Legal Reserve
4
Mgmt For For Elect Michael Lau Hwai Keong as Director 5.1.1
Mgmt For For Elect Sakthip Krairiksh as Director 5.1.2
Mgmt For For Elect Pornchai Matangkasombut as Director 5.1.3
Mgmt For For Elect Choo-Chat Kambhu Na Ayudhya as Director
5.1.4
Mgmt Against For Elect Vivat Tejapaibul as Director 5.1.5
Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.
Page 1,206 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Thai Beverage PCL Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Panote Sirivadhanabhakdi as Director 5.1.6
Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity. Furthermore, 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 Thapana Sirivadhanabhakdi as Director 5.1.7
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Approve Determination of Director Authorities 5.2
Mgmt For For Approve Remuneration of Directors 6
Mgmt For For Approve Auditors and Authorize Board to Fix Their Remuneration
7
Mgmt For For Approve D&O Insurance for Directors and Executives
8
Mgmt For For Approve Mandate for Interested Person Transactions
9
Mgmt Against For Amend Company's Objectives and Amend Memorandum of Association
10
Voter Rationale: A vote AGAINST this proposal is warranted given the lack of details on the proposed structure of the treasury company and the risks associated with the establishment of a treasury center.
Mgmt Against For Other Business 11
Voter Rationale: Any Other Business should not be a voting item.
Thai Oil Public Company Limited
Meeting Date: 04/07/2017 Country: Thailand
Meeting Type: Annual Ticker: TOP
Primary ISIN: TH0796010005 Primary SEDOL: B0300P1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Acknowledge 2016 Operating Results and
Approve Financial Statements
Mgmt For For
Mgmt For For Approve Dividend Payment 2
Mgmt Against For Approve Remuneration of Directors 3
Voter Rationale: Variable remuneration and equity incentives should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Page 1,207 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Thai Oil Public Company Limited Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve KPMG Phoomchai Audit Ltd. One as Auditors and Authorize Board to Fix Their Remuneration
4
Mgmt For For Elect Chen Namchaisiri as Director 5.1
Mgmt For For Elect Suttipong Inseeyong as Director 5.2
Mgmt For For Elect Yongyut Jantararotai as Director 5.3
Mgmt For For Elect NitimaThepvanangkul as Director 5.4
Mgmt For For Elect Aek Angsananont as Director 5.5
Mgmt For For Authorize Issuance of Debentures 6
Mgmt Against For Other Business 7
Voter Rationale: Any Other Business should not be a voting item.
Thaicom PCL
Meeting Date: 03/29/2017 Country: Thailand
Meeting Type: Annual Ticker: THCOM
Primary ISIN: TH0380010Y07 Primary SEDOL: B014JZ8
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Matters to be Informed Mgmt
Mgmt For For Approve Minutes of Previous Meeting 2
Mgmt Acknowledge Operating Results 3
Mgmt For For Accept Financial Statements 4
Mgmt For For Approve Allocation of Income and Dividend Payment
5
Mgmt For For Approve Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd as Auditors and Authorize Board to Fix
Their Remuneration
6
Mgmt Against For Elect Charintorn Vongspootorn as Director 7.1
Voter Rationale: The board should include at least 33% independent directors to ensure appropriate balance of independence and objectivity. For companies without an independent chairman, the board should have at least 50% independent directors. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. Finally, the remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Samrieng Mekkriengkrai as Director 7.2
Mgmt For For Elect Paiboon Panuwattanawong as Director 7.3
Page 1,208 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Thaicom PCL Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Virasak Kittivat as Director 8
Voter Rationale: The board should include at least 33% independent directors to ensure appropriate balance of independence and objectivity. For companies without an independent chairman, the board should have at least 50% independent directors
Mgmt For For Approve Remuneration of Directors 9
Mgmt For For Amend Company Objectives and Amend Memorandum of Association
10
Mgmt For For Approve on Determination of the Business Domination by Foreigner
11
Mgmt Against For Other Business 12
Voter Rationale: Any Other Business should not be a voting item.
Thales
Meeting Date: 05/17/2017 Country: France
Meeting Type: Annual/Special Ticker: HO
Primary ISIN: FR0000121329 Primary SEDOL: 4162791
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
1
Mgmt For For Approve Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.60 per Share
3
Mgmt Against For Ratify Appointment of Delphine Geny-Stephann as Director
4
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Philippe Lepinay as Representative of Employee Shareholders to the Board
5
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Non-Binding Vote on Compensation of Patrice
Caine, CEO and Chairman
6
Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Page 1,209 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Thales Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy of Patrice Caine,
CEO and Chairman
7
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
8
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
9
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other Formalities
10
Mgmt Against For Elect Laurence Broseta as Director 11
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Delphine Geny-Stephann as Director 12
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt Against For Elect Laurent Collet-Billon as Director 13
Voter Rationale: For controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Thanachart Capital PCL
Meeting Date: 04/05/2017 Country: Thailand
Meeting Type: Annual Ticker: TCAP
Primary ISIN: TH0083A10Z03 Primary SEDOL: BY7QHS5
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Minutes of Previous Meeting Mgmt For For
Mgmt Acknowledge Operating Results 2
Mgmt For For Approve Financial Statements 3
Mgmt For For Approve Allocation of Income and Dividend Payment
4
Mgmt For For Approve Performance Allowance of Directors 5.1
Page 1,210 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Thanachart Capital PCL Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration of Directors and
Members Sub-Committees in 2017
5.2
Mgmt For For Elect Suphadej Poonpipat as Director 6.1
Mgmt Against For Elect Siripen Sitasuwan as Director 6.2
Voter Rationale: The board should include at least 33% independent directors to ensure appropriate balance of independence and objectivity. For companies without an independent chairman, the board should have at least 50% independent directors. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. In addition the remuneration and the nomination committee should be independent and this director's memberships could hamper the committees' impartiality and effectiveness.
Mgmt For For Elect Tiraphot Vajrabhaya as Director 6.3
Mgmt For For Approve EY Office Limited as Auditors and Authorize Board to Fix Their Remuneration
7
Mgmt Against For Other Business 8
Voter Rationale: Any Other Business should not be a voting item.
The Allstate Corporation
Meeting Date: 05/25/2017 Country: USA
Meeting Type: Annual Ticker: ALL
Primary ISIN: US0200021014 Primary SEDOL: 2019952
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Kermit R. Crawford Mgmt For For
Mgmt For For Elect Director Michael L. Eskew 1b
Mgmt For For Elect Director Siddharth N. (Bobby) Mehta 1c
Mgmt For For Elect Director Jacques P. Perold 1d
Mgmt For For Elect Director Andrea Redmond 1e
Mgmt For For Elect Director John W. Rowe 1f
Mgmt Against For Elect Director Judith A. Sprieser 1g
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. In addition, this director is not sufficiently independent to serve as the independent lead director.
Mgmt Against For Elect Director Mary Alice Taylor 1h
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.
Mgmt For For Elect Director Perry M. Traquina 1i
Page 1,211 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Allstate Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Thomas J. Wilson 1j
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 Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt Against For Approve Non-Employee Director Omnibus Stock Plan
4
Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 5
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.
SH For Against Require Independent Board Chairman 6
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 For Against Lead Director Qualifications 7
Voter Rationale: We share the proponents view that directors who have been serving on the board for more than 12 years should not be considered independent.
SH Abstain Against Political Contributions Disclosure 8
Voter Rationale: The company provides reasonable disclosure of its political donations. However, it should enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.
The Bank of New York Mellon Corporation
Meeting Date: 04/11/2017 Country: USA
Meeting Type: Annual Ticker: BK
Primary ISIN: US0640581007 Primary SEDOL: B1Z77F6
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Linda Z. Cook Mgmt For For
Mgmt For For Elect Director Nicholas M. Donofrio 1.2
Mgmt For For Elect Director Joseph J. Echevarria 1.3
Page 1,212 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Bank of New York Mellon Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Edward P. Garden 1.4
Mgmt For For Elect Director Jeffrey A. Goldstein 1.5
Mgmt For For Elect Director Gerald L. Hassell 1.6
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director John M. Hinshaw 1.7
Mgmt For For Elect Director Edmund F. "Ted" Kelly 1.8
Mgmt For For Elect Director John A. Luke, Jr. 1.9
Mgmt For For Elect Director Jennifer B. Morgan 1.10
Mgmt For For Elect Director Mark A. Nordenberg 1.11
Mgmt For For Elect Director Elizabeth E. Robinson 1.12
Mgmt For For Elect Director Samuel C. Scott, III 1.13
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify KPMG LLP as Auditors 4
SH Against Against Report on and Assess Proxy Voting Policies in Relation to Climate Change Position
5
The Bank Of Nova Scotia
Meeting Date: 04/04/2017 Country: Canada
Meeting Type: Annual Ticker: BNS
Primary ISIN: CA0641491075 Primary SEDOL: 2076281
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Management Proposals Mgmt
Mgmt For For Elect Director Nora A. Aufreiter 1.1
Mgmt For For Elect Director Guillermo E. Babatz 1.2
Mgmt For For Elect Director Scott B. Bonham 1.3
Mgmt For For Elect Director Charles H. Dallara 1.4
Mgmt For For Elect Director William R. Fatt 1.5
Mgmt For For Elect Director Tiff Macklem 1.6
Page 1,213 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Bank Of Nova Scotia Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Thomas C. O'Neill 1.7
Mgmt For For Elect Director Eduardo Pacheco 1.8
Mgmt For For Elect Director Brian J. Porter 1.9
Mgmt For For Elect Director Una M. Power 1.10
Mgmt For For Elect Director Aaron W. Regent 1.11
Mgmt For For Elect Director Indira V. Samarasekera 1.12
Mgmt For For Elect Director Susan L. Segal 1.13
Mgmt For For Elect Director Barbara S. Thomas 1.14
Mgmt For For Elect Director L. Scott Thomson 1.15
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt For For Advisory Vote on Executive Compensation
Approach
3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Shareholder Proposal
SH Against Against SP1: Adopt a Policy of Withdrawal from Tax Havens or Low Tax Jurisdictions
4
The Berkeley Group Holdings plc
Meeting Date: 02/23/2017 Country: United Kingdom
Meeting Type: Special Ticker: BKG
Primary ISIN: GB00B02L3W35 Primary SEDOL: B02L3W3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration Policy Mgmt For For
Mgmt For For Amend 2011 Long Term Incentive Plan 2
Mgmt For For Approve Increase on the Limit to the Aggregate
Annual Fees Payable to Non-executive Directors
3
Mgmt For For Approve Sale of Plot 6.4.1 and Car Parking
Space to Sean Ellis
4
Page 1,214 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Berkeley Group Holdings plc
Meeting Date: 09/06/2017 Country: United Kingdom
Meeting Type: Annual Ticker: BKG
Primary ISIN: GB00B02L3W35 Primary SEDOL: B02L3W3
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Re-elect Tony Pidgley as Director 3
Mgmt For For Re-elect Rob Perrins as Director 4
Mgmt For For Re-elect Richard Stearn as Director 5
Mgmt For For Re-elect Karl Whiteman as Director 6
Mgmt For For Re-elect Sean Ellis as Director 7
Mgmt For For Re-elect Sir John Armitt as Director 8
Mgmt For For Re-elect Alison Nimmo as Director 9
Mgmt For For Re-elect Veronica Wadley as Director 10
Mgmt For For Re-elect Glyn Barker as Director 11
Mgmt For For Re-elect Adrian Li as Director 12
Voter Rationale: We note the high number of external board roles held by Adam Li and will continue to monitor the situation going forward. The company provides commentary on the situation and his attendance is considered appropriate.
Mgmt For For Re-elect Andy Myers as Director 13
Mgmt For For Re-elect Diana Brightmore-Armour as Director 14
Mgmt For For Reappoint KPMG LLP as Auditors 15
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
16
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
19
Mgmt For For Authorise Market Purchase of Ordinary Shares 20
Mgmt For For Authorise EU Political Donations and Expenditure
21
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
22
Page 1,215 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Boeing Company
Meeting Date: 05/01/2017 Country: USA
Meeting Type: Annual Ticker: BA
Primary ISIN: US0970231058 Primary SEDOL: 2108601
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Robert A. Bradway Mgmt For For
Mgmt For For Elect Director David L. Calhoun 1b
Mgmt For For Elect Director Arthur D. Collins, Jr. 1c
Mgmt Against For Elect Director Kenneth M. Duberstein 1d
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Edmund P. Giambastiani, Jr. 1e
Mgmt For For Elect Director Lynn J. Good 1f
Mgmt For For Elect Director Lawrence W. Kellner 1g
Mgmt For For Elect Director Edward M. Liddy 1h
Mgmt For For Elect Director Dennis A. Muilenburg 1i
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 for preserving accountability.
Mgmt For For Elect Director Susan C. Schwab 1j
Mgmt Against For Elect Director Randall L. Stephenson 1k
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect Director Ronald A. Williams 1l
Mgmt Against For Elect Director Mike S. Zafirovski 1m
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 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.
Page 1,216 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Boeing Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH For Against Report on Lobbying Payments and Policy 5
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 Reduce Ownership Threshold for Shareholders to Call Special Meeting
6
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.
SH Against Against Report on Weapon Sales to Israel 7
Voter Rationale: The proposal is overly prescriptive in its current form.
SH Abstain Against Adopt Holy Land Principles 8
Voter Rationale: The proposal is overly prescriptive. We encourage companies to employ fair employment practices through the implementation and enforcement of robust equal opportunity employment policies.
The Charles Schwab Corporation
Meeting Date: 05/16/2017 Country: USA
Meeting Type: Annual Ticker: SCHW
Primary ISIN: US8085131055 Primary SEDOL: 2779397
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director William S. Haraf Mgmt For For
Voter Rationale: <p>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. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt Against For Elect Director Frank C. Herringer 1b
Voter Rationale: <p>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, 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.Moreover, this director is not sufficiently independent to serve as the independent lead director. In addition, this director is not sufficiently independent to serve as the independent lead director.</p>
Page 1,217 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Charles Schwab Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Stephen T. McLin 1c
Voter Rationale: <p>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, 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.Moreover, directors whose close family members are employed at the company are not sufficiently independent to serve on key board committees and should be considered affiliated directors. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt Against For Elect Director Roger O. Walther 1d
Voter Rationale: <p>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, 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.In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt Against For Elect Director Robert N. Wilson 1e
Voter Rationale: <p>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, 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, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Voter Rationale: <p>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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
4
Voter Rationale: <p>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, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
SH For Against Report on Lobbying Payments and Policy 5
Voter Rationale: <p>Enhanced controls over and disclosure of company and trade association lobbying is a growing good practice. Transparency around the company's primary lobbying issues and positions, as well as its key relationships with trade associations that engage on lobbying on its behalf, is advisable.</p>
SH For Against Prepare Employment Diversity Report and
Report on Diversity Policies
6
Voter Rationale: <p>The company should report to investors on efforts to widen its executive and board candidate pool. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.</p>
Page 1,218 of 1,384
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The Charles Schwab Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH For Against Adopt Proxy Access Right 7
Voter Rationale: <p>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.</p>
SH For Against Provide Vote Counting to Exclude Abstentions 8
Voter Rationale: <p>Uninstructed broker votes should not be counted as indicating support for management automatically. Any uninstructed votes should be excluded from vote tallies.</p>
The Coca-Cola Company
Meeting Date: 04/26/2017 Country: USA
Meeting Type: Annual Ticker: KO
Primary ISIN: US1912161007 Primary SEDOL: 2206657
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Herbert A. Allen Mgmt For Against
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.
Mgmt Against For Elect Director Ronald W. Allen 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.
Mgmt For For Elect Director Marc Bolland 1.3
Mgmt For For Elect Director Ana Botin 1.4
Mgmt For For Elect Director Richard M. Daley 1.5
Mgmt Against For Elect Director Barry Diller 1.6
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.
Mgmt For For Elect Director Helene D. Gayle 1.7
Mgmt For For Elect Director Alexis M. Herman 1.8
Mgmt For For Elect Director Muhtar Kent 1.9
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 for preserving accountability.
Mgmt For For Elect Director Robert A. Kotick 1.10
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The Coca-Cola Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Maria Elena Lagomasino 1.11
Mgmt Against For Elect Director Sam Nunn 1.12
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.
Mgmt For For Elect Director James Quincey 1.13
Mgmt For For Elect Director David B. Weinberg 1.14
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
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. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Ernst & Young LLP as Auditors 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.
SH Against Against Report on Human Rights Review on High-Risk Regions
5
Voter Rationale: In its current form, the proposal is overly prescriptive and the company's current disclosures are sufficiently robust
The Dow Chemical Company
Meeting Date: 05/11/2017 Country: USA
Meeting Type: Annual Ticker: DOW
Primary ISIN: US2605431038 Primary SEDOL: 2278719
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Ajay Banga Mgmt For For
Mgmt For For Elect Director Jacqueline K. Barton 1b
Mgmt For For Elect Director James A. Bell 1c
Mgmt For For Elect Director Richard K. Davis 1d
Page 1,220 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Dow Chemical Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Jeff M. Fettig 1e
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Andrew N. Liveris 1f
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Mark Loughridge 1g
Mgmt For For Elect Director Raymond J. Milchovich 1h
Mgmt For For Elect Director Robert S. (Steve) Miller 1i
Mgmt For For Elect Director Paul Polman 1j
Mgmt For For Elect Director Dennis H. Reilley 1k
Mgmt Against For Elect Director James M. Ringler 1l
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Ruth G. Shaw 1m
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Voter Rationale: <p>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.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: <p>A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
The Dun & Bradstreet Corporation
Meeting Date: 05/10/2017 Country: USA
Meeting Type: Annual Ticker: DNB
Primary ISIN: US26483E1001 Primary SEDOL: 2636254
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Robert P. Carrigan Mgmt For For
Page 1,221 of 1,384
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The Dun & Bradstreet Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Cindy Christy 1b
Mgmt Against For Elect Director L. Gordon Crovitz 1c
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director James N. Fernandez 1d
Mgmt For For Elect Director Paul R. Garcia 1e
Mgmt For For Elect Director Anastassia Lauterbach 1f
Mgmt For For Elect Director Thomas J. Manning 1g
Mgmt For For Elect Director Randall D. Mott 1h
Mgmt For For Elect Director Judith A. Reinsdorf 1i
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: <p>The remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
The Estee Lauder Companies Inc.
Meeting Date: 11/14/2017 Country: USA
Meeting Type: Annual Ticker: EL
Primary ISIN: US5184391044 Primary SEDOL: 2320524
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Charlene Barshefsky Mgmt For Withhold
Voter Rationale: <p>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. Also, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. Furthermore, 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.</p>
Page 1,222 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Estee Lauder Companies Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Wei Sun Christianson 1.2
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director. 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.</p>
Mgmt For For Elect Director Fabrizio Freda 1.3
Voter Rationale: <p>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. 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.</p>
Mgmt For For Elect Director Jane Lauder 1.4
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Leonard A. Lauder 1.5
Voter Rationale: <p>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.</p>
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: <p>A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
The Goldman Sachs Group, Inc.
Meeting Date: 04/28/2017 Country: USA
Meeting Type: Annual Ticker: GS
Primary ISIN: US38141G1040 Primary SEDOL: 2407966
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Lloyd C. Blankfein Mgmt For For
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 for preserving accountability.
Mgmt For For Elect Director M. Michele Burns 1b
Mgmt For For Elect Director Mark A. Flaherty 1c
Mgmt For For Elect Director William W. George 1d
Mgmt For For Elect Director James A. Johnson 1e
Page 1,223 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Goldman Sachs Group, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Ellen J. Kullman 1f
Mgmt For For Elect Director Lakshmi N. Mittal 1g
Mgmt For For Elect Director Adebayo O. Ogunlesi 1h
Mgmt For For Elect Director Peter Oppenheimer 1i
Mgmt For For Elect Director David A. Viniar 1j
Mgmt For For Elect Director Mark O. Winkelman 1k
Mgmt For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: We cautiously support this executive compensation plan in recognition of the multi-year progress made by the Goldman Sachs' board to align executive compensation with performance (and shareholder experience). Following the high levels of votes against from investors for executive pay in 2016, the compensation committee has shown good responsiveness by listening to shareholders' concerns and making important changes to the pay plan in 2017 to address the issues raised. We welcome switching to an entirely performance-based equity, improving the structure of the performance share units (PSU), elimination of overlapping performance metrics in variable incentive programs and streamlining the overall plan to make it less complex. Overall disclosures in the proxy are also better.However, we do continue to have a number of concerns which we urge the company to reform in the coming year. These include: 1) We are not sufficiently convinced that the performance thresholds in the PSU are sufficiently stretching to promote and reward strong performance as well as drive shareholder value over a sufficiently long period of time. We believe that the lower threshold of 4% ROE (three year average) is too low. We also do not fundamentally support any pay outs for below median performance so, the current relative plan is still not sufficiently robust. While recognising that the company's performance in 2016 was sufficiently good compared to global industry peers, the remuneration committee should move to not allowing vesting of incentive awards for below median performance. 2) We continue to call for a more structured and less discretionary approach to determining annual compensation. The current plan requires better disclosure of specific performance metrics and targets.We have strong expectation that Goldman Sachs will continue to reform its pay approach in the future and to reflect some of our outstanding concerns. In future years, we will once again consider voting against the pay plan should these concerns not be adequately addressed.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 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.
The Home Depot, Inc.
Meeting Date: 05/18/2017 Country: USA
Meeting Type: Annual Ticker: HD
Primary ISIN: US4370761029 Primary SEDOL: 2434209
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Gerard J. Arpey Mgmt For For
Mgmt For For Elect Director Ari Bousbib 1b
Page 1,224 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
The Home Depot, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Jeffery H. Boyd 1c
Mgmt For For Elect Director Gregory D. Brenneman 1d
Mgmt For For Elect Director J. Frank Brown 1e
Mgmt For For Elect Director Albert P. Carey 1f
Mgmt For For Elect Director Armando Codina 1g
Mgmt For For Elect Director Helena B. Foulkes 1h
Mgmt For For Elect Director Linda R. Gooden 1i
Mgmt For For Elect Director Wayne M. Hewett 1j
Mgmt For For Elect Director Karen L. Katen 1k
Mgmt For For Elect Director Craig A. Menear 1l
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 Mark Vadon 1m
Mgmt For For Ratify KPMG LLP as Auditors 2
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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
SH For Against Prepare Employment Diversity Report and Report on Diversity Policies
5
Voter Rationale: The company should report to investors on efforts to widen its executive and board candidate pool. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.
SH Abstain Against Adopt Proxy Statement Reporting on Political Contributions and Advisory Vote
6
Voter Rationale: The company provides reasonable disclosure of its political donations. However, it should enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.
SH For Against Amend Articles/Bylaws/Charter - Call Special
Meetings
7
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.
Page 1,225 of 1,384
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The PNC Financial Services Group, Inc.
Meeting Date: 04/25/2017 Country: USA
Meeting Type: Annual Ticker: PNC
Primary ISIN: US6934751057 Primary SEDOL: 2692665
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Charles E. Bunch Mgmt For Against
Voter Rationale: <p>Directors whose close family members are employed at the company are not sufficiently independent to serve on key board committees and should be considered affiliated directors.</p>
Mgmt For For Elect Director Marjorie Rodgers Cheshire 1.2
Mgmt For For Elect Director William S. Demchak 1.3
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Andrew T. Feldstein 1.4
Mgmt For For Elect Director Daniel R. Hesse 1.5
Mgmt For For Elect Director Kay Coles James 1.6
Mgmt Against For Elect Director Richard B. Kelson 1.7
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director Jane G. Pepper 1.8
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Donald J. Shepard 1.9
Mgmt Against For Elect Director Lorene K. Steffes 1.10
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director Dennis F. Strigl 1.11
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director Michael J. Ward 1.12
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Gregory D. Wasson 1.13
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
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The PNC Financial Services Group, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: <p>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. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
SH For Against Prepare Employment Diversity Report and Report on Diversity Policies
5
Voter Rationale: <p>We are encouraged by current disclosures on diversity management. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.</p>
The Procter & Gamble Company
Meeting Date: 10/10/2017 Country: USA
Meeting Type: Proxy Contest Ticker: PG
Primary ISIN: US7427181091 Primary SEDOL: 2704407
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Management Proxy (Blue Proxy Card) Mgmt
Mgmt Do Not Vote For Elect Director Francis S. Blake 1.1
Mgmt Do Not Vote For Elect Director Angela F. Braly 1.2
Mgmt Do Not Vote For Elect Director Amy L. Chang 1.3
Mgmt Do Not Vote For Elect Director Kenneth I. Chenault 1.4
Mgmt Do Not Vote For Elect Director Scott D. Cook 1.5
Mgmt Do Not Vote For Elect Director Terry J. Lundgren 1.6
Mgmt Do Not Vote For Elect Director W. James McNerney, Jr. 1.7
Mgmt Do Not Vote For Elect Director David S. Taylor 1.8
Mgmt Do Not Vote For Elect Director Margaret C. Whitman 1.9
Mgmt Do Not Vote For Elect Director Patricia A. Woertz 1.10
Page 1,227 of 1,384
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The Procter & Gamble Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Do Not Vote For Elect Director Ernesto Zedillo 1.11
Mgmt Do Not Vote For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Do Not Vote For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Mgmt Do Not Vote One Year Advisory Vote on Say on Pay Frequency 4
SH Do Not Vote Against Adopt Holy Land Principles 5
SH Do Not Vote Against Report on Company Non-Discrimination Policies
in States with Pro-Discrimination Laws
6
SH Do Not Vote Against Report on Risks of Doing Business in
Conflict-Affected Areas
7
SH Do Not Vote Against Repeal Any Amendments to Code of Regulations
Adopted After April 8, 2016
8
Mgmt Dissident Proxy (White Proxy Card)
SH For For Elect Director Nelson Peltz 1.1
SH For For Management Nominee Francis S. Blake 1.2
SH For For Management Nominee Angela F. Braly 1.3
SH For For Management Nominee Amy L. Chang 1.4
SH For For Management Nominee Kenneth I. Chenault 1.5
SH For For Management Nominee Scott D. Cook 1.6
SH For For Management Nominee Terry J. Lundgren 1.7
SH For For Management Nominee W. James McNerney, Jr. 1.8
SH For For Management Nominee David S. Taylor 1.9
SH For For Management Nominee Margaret C. Whitman 1.10
SH For For Management Nominee Patricia A. Woertz 1.11
Mgmt For None Ratify Deloitte & Touche LLP as Auditors 2
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.
Mgmt For None Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt One Year None Advisory Vote on Say on Pay Frequency 4
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The Procter & Gamble Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Abstain None Adopt Holy Land Principles 5
Voter Rationale: The proposal is overly prescriptive. We encourage companies to employ fair employment practices through the implementation and enforcement of robust equal opportunity employment policies.
SH Against None Report on Company Non-Discrimination Policies in States with Pro-Discrimination Laws
6
Voter Rationale: The company's current policies and practices substantially address the concerns raised in this proposal.
SH Against None Report on Risks of Doing Business in
Conflict-Affected Areas
7
Voter Rationale: The company's current policies and practices substantially address the concerns raised in this proposal.
SH For For Repeal Any Amendments to Code of Regulations Adopted After April 8, 2016
8
The Sage Group plc
Meeting Date: 02/28/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SGE
Primary ISIN: GB00B8C3BL03 Primary SEDOL: B8C3BL0
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Re-elect Donald Brydon as Director 3
Mgmt For For Re-elect Neil Berkett as Director 4
Mgmt For For Re-elect Drummond Hall as Director 5
Mgmt For For Re-elect Steve Hare as Director 6
Mgmt For For Re-elect Jonathan Howell as Director 7
Mgmt For For Re-elect Stephen Kelly as Director 8
Mgmt For For Reappoint Ernst & Young LLP as Auditors 9
Mgmt For For Authorise the Audit and Risk Committee to Fix
Remuneration of Auditors
10
Mgmt For For Approve Remuneration Report 11
Voter Rationale: <p>Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.</p>
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
12
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The Sage Group plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
13
Mgmt For For Authorise Market Purchase of Ordinary Shares 14
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
15
The Scottish Salmon Company PLC
Meeting Date: 06/30/2017 Country: Jersey
Meeting Type: Annual Ticker: SSC
Primary ISIN: JE00B61ZHN74 Primary SEDOL: B61ZHN7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Reelect Robert M Brown as a Director Mgmt For For
Mgmt For For Reelect Douglas Low as a Director 2
Mgmt For For Ratify Campbell Dallas LLP as Auditors 3
Mgmt For For Authorize Board to Fix Remuneration of Auditors 4
Mgmt For For Approve Remuneration of Directors 5
The Sherwin-Williams Company
Meeting Date: 04/19/2017 Country: USA
Meeting Type: Annual Ticker: SHW
Primary ISIN: US8243481061 Primary SEDOL: 2804211
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Arthur F. Anton Mgmt For For
Mgmt For For Elect Director David F. Hodnik 1.2
Mgmt Elect Director Thomas G. Kadien - Withdrawn 1.3
Mgmt For For Elect Director Richard J. Kramer 1.4
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The Sherwin-Williams Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Susan J. Kropf 1.5
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director John G. Morikis 1.6
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director Christine A. Poon 1.7
Mgmt For For Elect Director John M. Stropki 1.8
Mgmt For For Elect Director Michael H. Thaman 1.9
Mgmt For For Elect Director Matthew Thornton, III 1.10
Mgmt For For Elect Director Steven H. Wunning 1.11
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Amend Executive Incentive Bonus Plan 4
Mgmt Against For Amend Omnibus Stock Plan 5
Voter Rationale: This plan could lead to excessive dilution. 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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Finally, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.
Mgmt For For Ratify Ernst & Young LLP as Auditors 6
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.
The TJX Companies, Inc.
Meeting Date: 06/06/2017 Country: USA
Meeting Type: Annual Ticker: TJX
Primary ISIN: US8725401090 Primary SEDOL: 2989301
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Zein Abdalla Mgmt For For
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The TJX Companies, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Jose B. Alvarez 1.2
Mgmt For For Elect Director Alan M. Bennett 1.3
Mgmt For For Elect Director David T. Ching 1.4
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Ernie Herrman 1.5
Mgmt For For Elect Director Michael F. Hines 1.6
Mgmt For For Elect Director Amy B. Lane 1.7
Mgmt For For Elect Director Carol Meyrowitz 1.8
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 Elect Director Jackwyn L. Nemerov 1.9
Mgmt Against For Elect Director John F. O'Brien 1.10
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.
Mgmt Against For Elect Director Willow B. Shire 1.11
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. In addition, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 2
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.
Mgmt For For Amend Omnibus Stock Plan 3
Mgmt For For Amend Executive Incentive Bonus Plan 4
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
5
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 6
SH For Against Include Diversity as a Performance Metric 7
Voter Rationale: Social and environmental issues can affect long-term shareholder value and should be included where relevant in evaluations and compensation.
SH Against Against Report on Pay Disparity 8
Voter Rationale: The proposal is overly prescriptive. However, we encourage companies to monitor pay trends regularly as part of their internal assessment of their compensation practices and to take action where growing disparity is evident.
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The TJX Companies, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Abstain Against Report on Gender, Race, or Ethnicity Pay Gap 9
Voter Rationale: We abstained because, while the issues of discrimination and glass ceilings pose serious risks to the company, a public report on pay distribution by race and gender is not an appropriate solution. In addition, the company`s policies and practices are aligned with industry practices.
SH Against Against Report on Net-Zero Greenhouse Gas Emissions 10
Voter Rationale: While we agree with the filers of this resolution that climate change presents ongoing and serious risks to shareholder value, we believe that the proposal is overly prescriptive and that the companies policies and practices substantially address the concerns raised in the resolution.
The Toronto-Dominion Bank
Meeting Date: 03/30/2017 Country: Canada
Meeting Type: Annual Ticker: TD
Primary ISIN: CA8911605092 Primary SEDOL: 2897222
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Management Proposals Mgmt
Mgmt For For Elect Director William E. Bennett 1.1
Mgmt For For Elect Director Amy W. Brinkley 1.2
Mgmt For For Elect Director Brian C. Ferguson 1.3
Mgmt For For Elect Director Colleen A. Goggins 1.4
Mgmt For For Elect Director Mary Jo Haddad 1.5
Mgmt For For Elect Director Jean-Rene Halde 1.6
Mgmt For For Elect Director David E. Kepler 1.7
Mgmt For For Elect Director Brian M. Levitt 1.8
Mgmt For For Elect Director Alan N. MacGibbon 1.9
Mgmt For For Elect Director Karen E. Maidment 1.10
Mgmt For For Elect Director Bharat B. Masrani 1.11
Mgmt For For Elect Director Irene R. Miller 1.12
Mgmt For For Elect Director Nadir H. Mohamed 1.13
Mgmt For For Elect Director Claude Mongeau 1.14
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
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The Toronto-Dominion Bank Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Advisory Vote on Executive Compensation
Approach
3
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
Mgmt Shareholder Proposals
SH Against Against SP A: Adopt a Policy Of Withdrawing From Tax Havens or Jurisdictions with Low Tax Rates
4
SH Against Against SP B: Adopt a Compensation Policy for its Highest-Ranking Executive that Provides for a Discretionary Downward Adjustment of Compensation in Case of Major Layoffs
5
SH Against Against SP C: Approve Creation of New Technology Committee
6
SH Against Against SP D: Approve Simplification and Improvement of the Management Disclosure on Executive Compensation in the Management Proxy Circular
7
SH Against Against SP E: Establish a Policy To Seek Shareholder Approval for Future Retirement or Severance
Agreements with Senior Executives
8
SH Against Against SP F: Fix the Number of Board Not Less than 12 and Not More Than 18
9
SH For Against SP G: Adopt Proxy Access Bylaw 10
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.
The Travelers Companies, Inc.
Meeting Date: 05/18/2017 Country: USA
Meeting Type: Annual Ticker: TRV
Primary ISIN: US89417E1091 Primary SEDOL: 2769503
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Alan L. Beller Mgmt For For
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The Travelers Companies, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director John H. Dasburg 1b
Voter Rationale: <p>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. In addition, 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.</p>
Mgmt Against For Elect Director Janet M. Dolan 1c
Voter Rationale: <p>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. In addition, directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Against For Elect Director Kenneth M. Duberstein 1d
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Patricia L. Higgins 1e
Mgmt For For Elect Director William J. Kane 1f
Mgmt For For Elect Director Cleve L. Killingsworth, Jr. 1g
Mgmt For For Elect Director Philip T. (Pete) Ruegger, III 1h
Mgmt For For Elect Director Todd C. Schermerhorn 1i
Mgmt For For Elect Director Alan D. Schnitzer 1j
Mgmt For For Elect Director Donald J. Shepard 1k
Mgmt Against For Elect Director Laurie J. Thomsen 1l
Voter Rationale: <p>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.</p>
Mgmt For For Ratify KPMG LLP as Auditors 2
Voter Rationale: <p>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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Advisory Vote to Ratify Named Executive
Officers' Compensation
4
Voter Rationale: <p>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.</p>
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The Travelers Companies, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Amend Omnibus Stock Plan 5
Voter Rationale: <p>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. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Moreover, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.</p>
SH For Against Report on Lobbying Payments and Policy 6
Voter Rationale: <p>Enhanced controls over and disclosure of company and trade association lobbying is a growing good practice. Transparency around the company's primary lobbying issues and positions, as well as its key relationships with trade associations that engage on lobbying on its behalf, is advisable.</p>
SH Against Against Report on Gender Pay Gap 7
SH For Against Prepare Employment Diversity Report and Report on Diversity Policies
8
Voter Rationale: <p>The company should report to investors on efforts to widen its executive and board candidate pool. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.</p>
The Walt Disney Company
Meeting Date: 03/08/2017 Country: USA
Meeting Type: Annual Ticker: DIS
Primary ISIN: US2546871060 Primary SEDOL: 2270726
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Susan E. Arnold Mgmt For For
Mgmt Against For Elect Director John S. Chen 1b
Voter Rationale: <p>The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Furthermore, 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.</p>
Mgmt Against For Elect Director Jack Dorsey 1c
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Robert A. Iger 1d
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Maria Elena Lagomasino 1e
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The Walt Disney Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Fred H. Langhammer 1f
Mgmt Against For Elect Director Aylwin B. Lewis 1g
Voter Rationale: <p>The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Furthermore, 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.</p>
Mgmt Against For Elect Director Robert W. Matschullat 1h
Voter Rationale: <p>The nominating committee should remove directors who have long board tenure from committees that require absolute independence.</p>
Mgmt For For Elect Director Mark G. Parker 1i
Mgmt For For Elect Director Sheryl K. Sandberg 1j
Mgmt For For Elect Director Orin C. Smith 1k
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Voter Rationale: <p>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.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: <p>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. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
SH For Against Report on Lobbying Payments and Policy 5
Voter Rationale: <p>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.</p>
SH For Against Proxy Access Bylaw Amendment 6
Voter Rationale: <p>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.</p>
The Western Union Company
Meeting Date: 05/11/2017 Country: USA
Meeting Type: Annual Ticker: WU
Primary ISIN: US9598021098 Primary SEDOL: B1F76F9
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The Western Union Company
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Martin I. Cole Mgmt For For
Mgmt For For Elect Director Hikmet Ersek 1b
Mgmt For For Elect Director Richard A. Goodman 1c
Mgmt For For Elect Director Betsy D. Holden 1d
Mgmt For For Elect Director Jeffrey A. Joerres 1e
Mgmt For For Elect Director Roberto G. Mendoza 1f
Mgmt For For Elect Director Michael A. Miles, Jr. 1g
Mgmt For For Elect Director Robert W. Selander 1h
Mgmt For For Elect Director Frances Fragos Townsend 1i
Mgmt For For Elect Director Solomon D. Trujillo 1j
Mgmt For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Ernst & Young LLP as Auditors 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.
SH For Against Report on Political Contributions 5
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 Provide Right to Act by Written Consent 6
Voter Rationale: Qualified investors should have the opportunity to put resolutions to all shareholders, either in a company meeting or by expressing their intentions through the mail. A total holding requirement of 5% is a suitable threshold to avoid abuse. should have the opportunity to put resolutions to all shareholders, either in a company meeting or by expressing their intentions through the mail. A total holding requirement of 5% is a suitable threshold to avoid abuse.
SH Abstain Against Report on Company Non-Discrimination Policies in States with Pro-Discrimination Laws
7
Voter Rationale: The proposal is overly prescriptive but we share the proponents concern over the potential risks arising from discrimination. Strengthening non-discrimination policies enhances companies' ability to recruit from the widest talent pool and may improve employee retention and performance. Expanded policies should enhance a company's reputation as a strong employer.
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Thermo Fisher Scientific Inc.
Meeting Date: 05/17/2017 Country: USA
Meeting Type: Annual Ticker: TMO
Primary ISIN: US8835561023 Primary SEDOL: 2886907
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Marc N. Casper Mgmt For For
Mgmt For For Elect Director Nelson J. Chai 1b
Mgmt For For Elect Director C. Martin Harris 1c
Mgmt For For Elect Director Tyler Jacks 1d
Mgmt For For Elect Director Judy C. Lewent 1e
Mgmt For For Elect Director Thomas J. Lynch 1f
Mgmt For For Elect Director Jim P. Manzi 1g
Mgmt For For Elect Director William G. Parrett 1h
Mgmt For For Elect Director Lars R. Sorensen 1i
Mgmt For For Elect Director Scott M. Sperling 1j
Mgmt Against For Elect Director Elaine S. Ullian 1k
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Dion J. Weisler 1l
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>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, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
ThyssenKrupp AG
Meeting Date: 01/27/2017 Country: Germany
Meeting Type: Annual Ticker: TKA
Primary ISIN: DE0007500001 Primary SEDOL: 5636927
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ThyssenKrupp AG
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2015/2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.15 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2015/2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2015/2016
4
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors
for Fiscal 2016/2017
5
Tiffany & Co.
Meeting Date: 05/25/2017 Country: USA
Meeting Type: Annual Ticker: TIF
Primary ISIN: US8865471085 Primary SEDOL: 2892090
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Michael J. Kowalski Mgmt For For
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director Rose Marie Bravo 1b
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Gary E. Costley 1c
Mgmt For For Elect Director Roger N. Farah 1d
Mgmt For For Elect Director Lawrence K. Fish 1e
Mgmt Against For Elect Director Abby F. Kohnstamm 1f
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director James E. Lillie 1g
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Tiffany & Co. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Charles K. Marquis 1h
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director William A. Shutzer 1i
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Robert S. Singer 1j
Mgmt For For Elect Director Francesco Trapani 1k
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Voter Rationale: <p>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.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: <p>A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt Against For Approve Non-Employee Director Omnibus Stock
Plan
5
Voter Rationale: <p>Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.</p>
TLG Immobilien AG
Meeting Date: 05/23/2017 Country: Germany
Meeting Type: Annual Ticker: TLG
Primary ISIN: DE000A12B8Z4 Primary SEDOL: BR2Z8G3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.80 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
3
Page 1,241 of 1,384
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TLG Immobilien AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify Ernst & Young as Auditors for Fiscal 2017 5
Mgmt For For Elect Frank Masuhr to the Supervisory Board 6
Mgmt For For Amend Articles Re: Remuneration of Supervisory Board
7
Mgmt For For Approve Creation of EUR 12.6 Million Pool of Capital with Partial Exclusion of Preemptive
Rights
8
Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million; Approve Creation of EUR 37.1 Million Pool of Capital to Guarantee Conversion Rights
9
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Approve Affiliation Agreements with Subsidiary Hotel de Saxe an der Frauenkirche GmbH
10
Mgmt For For Approve Affiliation Agreements with Subsidiary TLG CCF GmbH
11
Mgmt For For Approve Affiliation Agreements with Subsidiary TLG Fixtures GmbH
12
Mgmt For For Approve Affiliation Agreements with Subsidiary TLG MVF GmbH
13
Mgmt For For Approve Affiliation Agreements with Subsidiary TLG Sachsen Forum GmbH
14
TLG Immobilien AG
Meeting Date: 11/22/2017 Country: Germany
Meeting Type: Special Ticker: TLG
Primary ISIN: DE000A12B8Z4 Primary SEDOL: BR2Z8G3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Affiliation Agreements with Subsidiary
WCM Beteiligungs- und Grundbesitz AG Mgmt For For
Page 1,242 of 1,384
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TLG Immobilien AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Creation of EUR 47.3 Million Pool of
Capital without Preemptive Rights
2
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion; Approve Creation of EUR 42.3 Million Pool of Capital to Guarantee Conversion Rights
3
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.
TMX Group Limited
Meeting Date: 05/10/2017 Country: Canada
Meeting Type: Annual/Special Ticker: X
Primary ISIN: CA87262K1057 Primary SEDOL: B8KH5G7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Luc Bertrand Mgmt For For
Mgmt For For Elect Director Denyse Chicoyne 1b
Mgmt For For Elect Director Louis Eccleston 1c
Mgmt For For Elect Director Christian Exshaw 1d
Mgmt For For Elect Director Marie Giguere 1e
Mgmt For For Elect Director Jeffrey Heath 1f
Mgmt For For Elect Director Martine Irman 1g
Mgmt For For Elect Director Harry Jaako 1h
Mgmt For For Elect Director Lise Lachapelle 1i
Mgmt For For Elect Director William Linton 1j
Mgmt For For Elect Director Jean Martel 1k
Mgmt For For Elect Director Peter Pontikes 1l
Mgmt For For Elect Director Gerri Sinclair 1m
Mgmt For For Elect Director Kevin Sullivan 1n
Mgmt For For Elect Director Anthony Walsh 1o
Page 1,243 of 1,384
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TMX Group Limited Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Eric Wetlaufer 1p
Mgmt For For Elect Director Charles Winograd 1q
Mgmt For For Elect Director Michael Wissell 1r
Mgmt For For Approve KPMG LLP as Auditors and Authorize
Board to Fix Their Remuneration
2
Mgmt For For Advisory Vote on Executive Compensation
Approach
3
Voter Rationale: <p>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.</p>
Tobii AB
Meeting Date: 05/09/2017 Country: Sweden
Meeting Type: Annual Ticker: TOBII
Primary ISIN: SE0002591420 Primary SEDOL: BWXTN97
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Agenda of Meeting 3
Mgmt For For Designate Inspector(s) of Minutes of Meeting 4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt Receive Financial Statements and Statutory
Reports
6
Mgmt For For Accept Financial Statements and Statutory
Reports
7a
Mgmt For For Approve Allocation of Income and and Omission
of Dividends
7b
Mgmt For For Approve Discharge of Board and President 7c
Mgmt For For Determine Number of Directors (6) and Deputy Directors (0) of Board; Determine Number of Auditors (1)
8
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 500,000 for Chairman and SEK 200,000 for Other Directors; Approve Fees for Committee Work; Approve Remuneration of Auditors
9
Page 1,244 of 1,384
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Tobii AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Kent Sander (Chairman), John Elvesjö, Nils Bernhard, Åsa Hedin, Heli Arantola and Jan Wäreby as Directors
10
Voter Rationale: <p>The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.</p>
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 11
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Chairman of Board and Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee
12
Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management
13
Mgmt For For Approve Creation of Pool of Capital without Preemptive Rights
14
Mgmt Against For Approve Issuance of Warrants for Incentive Program
15
Voter Rationale: <p>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. 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.</p>
Mgmt Close Meeting 16
Tofas Turk Otomobil Fabrikasi AS
Meeting Date: 03/28/2017 Country: Turkey
Meeting Type: Annual Ticker: TOASO
Primary ISIN: TRATOASO91H3 Primary SEDOL: B03MY33
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Open Meeting and Elect Presiding Council of
Meeting
1
Mgmt For For Accept Board Report 2
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Accept Audit Report 3
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Page 1,245 of 1,384
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Tofas Turk Otomobil Fabrikasi AS Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Accept Financial Statements 4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Ratify Director Appointment 5
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 Approve Discharge of Board 6
Mgmt For For Approve Allocation of Income 7
Mgmt For For Amend Article 6 of Company Bylaws 8
Mgmt Against For Elect Directors 9
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.
Mgmt Receive Information on Remuneration Policy 10
Mgmt Against For Approve Director Remuneration 11
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
Mgmt Against For Ratify External Auditors 12
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Mgmt Against For Approve Upper Limit of Donations for 2017 and Receive Information on Donations Made in 2016
13
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Receive Information on the Guarantees, Pledges, and Mortgages Provided by the Company to Third Parties
14
Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose
15
Mgmt Wishes 16
Toho Gas Co. Ltd.
Meeting Date: 06/27/2017 Country: Japan
Meeting Type: Annual Ticker: 9533
Primary ISIN: JP3600200004 Primary SEDOL: 6895222
Page 1,246 of 1,384
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Toho Gas Co. Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 5
Mgmt For For
Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
2
Mgmt For For Elect Director Yasui, Koichi 3.1
Mgmt For For Elect Director Tominari, Yoshiro 3.2
Mgmt Against For Elect Director Nakamura, Osamu 3.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Niwa, Shinji 3.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Hayashi, Takayasu 3.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Ito, Katsuhiko 3.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Kodama, Mitsuhiro 3.7
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Saeki, Takashi 3.8
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Miyahara, Koji 3.9
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Hattori, Tetsuo 3.10
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Appoint Statutory Auditor Koyama, Norikazu 4
Mgmt For For Approve Annual Bonus 5
Page 1,247 of 1,384
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Tohoku Electric Power Co. Inc.
Meeting Date: 06/28/2017 Country: Japan
Meeting Type: Annual Ticker: 9506
Primary ISIN: JP3605400005 Primary SEDOL: 6895266
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 20
Mgmt For For
Mgmt For For Elect Director Kaiwa, Makoto 2.1
Mgmt For For Elect Director Harada, Hiroya 2.2
Mgmt Against For Elect Director Sakamoto, Mitsuhiro 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Watanabe, Takao 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Okanobu, Shinichi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tanae, Hiroshi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hasegawa, Noboru 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamamoto, Shunji 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Miura, Naoto 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakano, Haruyuki 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Masuko, Jiro 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Higuchi, Kojiro 2.12
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 1,248 of 1,384
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Tohoku Electric Power Co. Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Abe, Toshinori 2.13
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Seino, Satoshi 2.14
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kondo, Shiro 2.15
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
SH Against Against Amend Articles to Withdraw from Nuclear Power Generation and Promote Renewable Energy
3
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out as the possibility remains that safety and financial findings may show it to be a desirable part of the mix.- Such matters are best left to board and management judgment, and are inappropriate content for the articles of association.
SH Against Against Amend Articles to Decommission Onagawa
Nuclear Power Station
4
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- While scrapping plans to ever reopen the firm's primary nuclear facility, and opting instead to tear it down are and should remain among the potential options open to the board, it would be inappropriate to inflexibly require such a facility to be scrapped.- Such matters are best left to board and management judgment, and are inappropriate content for the articles of association.
SH Against Against Amend Articles to Withdraw from Nuclear Fuel
Recycling Business
5
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The provision imposes an inflexible mandate on what is properly a complex policy call.- The matter is not appropriate for a shareholder referendum.
SH Against Against Amend Articles to Add Provisions on Responsible Management of Spent Nuclear Fuels
6
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The provision imposes an inflexible mandate on what is properly a complex policy call.- The matter is not appropriate for a shareholder referendum.
SH Against Against Amend Articles to Add Provisions on Priority Grid Access for Renewable Energy
7
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The provision imposes an inflexible mandate on what is properly a complex policy call.- There is no persuasive argument presented why equal access should not be offered to all power types, subject to availability of transmission capacity.- The matter is not appropriate for a shareholder referendum.
Tokyo Gas Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan
Meeting Type: Annual Ticker: 9531
Primary ISIN: JP3573000001 Primary SEDOL: 6895448
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Tokyo Gas Co. Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 5.5
Mgmt For For
Mgmt For For Amend Articles to Indemnify Directors -
Indemnify Statutory Auditors
2
Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3
Mgmt For For Elect Director Okamoto, Tsuyoshi 4.1
Mgmt For For Elect Director Hirose, Michiaki 4.2
Mgmt Against For Elect Director Uchida, Takashi 4.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Yasuoka, Satoru 4.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Murazeki, Fumio 4.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Takamatsu, Masaru 4.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Nohata, Kunio 4.7
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Anamizu, Takashi 4.8
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Elect Director Ide, Akihiko 4.9
Mgmt For For Elect Director Katori, Yoshinori 4.10
Mgmt For For Elect Director Igarashi, Chika 4.11
Mgmt Against For Appoint Statutory Auditor Arai, Hideaki 5.1
Voter Rationale: <p>The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.</p>
Mgmt For For Appoint Statutory Auditor Nobutoki, Masato 5.2
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Tom Tailor Holding SE
Meeting Date: 05/31/2017 Country: Germany
Meeting Type: Annual Ticker: TTI
Primary ISIN: DE000A0STST2 Primary SEDOL: B3R7JM9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
2
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016
3
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Ebner Stolz GmbH & Co. KG as Auditors for Fiscal 2017
4
Mgmt Against For Approve Creation of EUR 4.4 Million Pool of Capital with Partial Exclusion of Preemptive
Rights
5
Voter Rationale: <p>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.</p>
Mgmt For For Amend Stock Option Plan; Reduce Conditional Capital to EUR 1.1 Million
6
Mgmt For For Approve Stock Option Plan for Key Employees; Approve Creation of EUR 290,000 Pool of Conditional Capital to Guarantee Conversion
Rights
7
Mgmt For For Approve Decrease in Size of Supervisory Board to Ten Members
8
Mgmt For For Elect Stefanie Branahl to the Supervisory Board as Employee Representative
9.1
Mgmt For For Elect Barbara Pfeiffer to the Supervisory Board as Employee Representative
9.2
Mgmt For For Elect Oliver Kerinnes to the Supervisory Board
as Employee Representative
9.3
Mgmt For For Elect Kitty Cleijne-Wouters to the Supervisory
Board as Employee Representative
9.4
Mgmt For For Elect Sven Terpe to the Supervisory Board as Employee Representative
9.5
Mgmt For For Elect Cristian Bojian to the Supervisory Board as Employee Representative
9.6
Mgmt For For Elect Thomas Tochtermann to the Supervisory Board
10.1
Mgmt For For Elect Ottmar Debald to the Supervisory Board 10.2
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Tom Tailor Holding SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Yun Cheng to the Supervisory Board 10.3
Voter Rationale: <p>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. Furthermore, 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.</p>
Mgmt Against For Elect Jungyang Shao to the Supervisory Board 10.4
Voter Rationale: <p>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</p>
Mgmt For For Approve Remuneration of Supervisory Board 11
TOMTOM NV
Meeting Date: 04/24/2017 Country: Netherlands
Meeting Type: Annual Ticker: TOM2
Primary ISIN: NL0000387058 Primary SEDOL: B08TZQ9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting and Announcements 1
Mgmt Receive Report of Management Board
(Non-Voting)
2
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members
3
Mgmt For For Adopt Financial Statements and Statutory
Reports
4
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy
5
Mgmt For For Approve Discharge of Management Board 6
Mgmt For For Approve Discharge of Supervisory Board 7
Mgmt Against For Grant Board Authority to Issue Shares Up To 10
Percent of Issued Capital
8.i
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 1,252 of 1,384
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TOMTOM NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital in Case of Takeover/Merger
8.ii
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 8.i
9.i
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 8.ii
9.ii
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
10
Mgmt Against For Approve Granting of Subscription Rights for Ordinary Shares under Employee Stock Option Plan and Management Board Stock Option Plan and Exclude Preemptive Rights
11
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Reelect Harold Goddijn to Management Board 12
Mgmt For For Elect Peter Wakkie to Supervisory Board 13.i
Mgmt For For Elect Michael Rhodin to Supervisory Board 13.ii
Mgmt Allow Questions 14
Mgmt Close Meeting 15
TOMTOM NV
Meeting Date: 09/28/2017 Country: Netherlands
Meeting Type: Special Ticker: TOM2
Primary ISIN: NL0000387058 Primary SEDOL: B08TZQ9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Special Meeting Mgmt
Mgmt Open Meeting 1
Mgmt For For Elect Bernd Leukert to Supervisory Board 2
Mgmt Close Meeting 3
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Tosoh Corp.
Meeting Date: 06/28/2017 Country: Japan
Meeting Type: Annual Ticker: 4042
Primary ISIN: JP3595200001 Primary SEDOL: 6900289
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized
Capital in Proportion to Reverse Stock Split
Mgmt For For
Mgmt For For Elect Director Yamamoto, Toshinori 2.1
Mgmt Against For Elect Director Tashiro, Katsushi 2.2
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Nishizawa, Keiichiro 2.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Kawamoto, Koji 2.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Murashige, Nobuaki 2.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Yamada, Masayuki 2.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Tsutsumi, Shingo 2.7
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Ikeda, Etsuya 2.8
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Abe, Tsutomu 2.9
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Ogawa, Kenji 2.10
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Appoint Statutory Auditor Ito, Sukehiro 3
Mgmt For For Appoint Alternate Statutory Auditor Tanaka,
Yasuhiko
4.1
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Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Tosoh Corp. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Appoint Alternate Statutory Auditor Nagao,
Kenta
4.2
Total SA
Meeting Date: 05/26/2017 Country: France
Meeting Type: Annual/Special Ticker: FP
Primary ISIN: FR0000120271 Primary SEDOL: B15C557
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Voter Rationale: We strongly believe that the roles of Chairman and Chief Executive Officer are substantively different and should be separated. We regard separation of the roles as important for securing a proper balance of authority and responsibility between executive management and the board, and for preserving accountability within the board. We strongly encourage the board to reconsider its current position and focus on the search and appointment of an independent chairman. We believe that separation of the roles and the appointment of an independent chairman will considerably reduce the perceived governance risk at the company associated with the concentration of power at the top, and will allow for better continuity of leadership and succession planning.
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.45 per Share
3
Mgmt For For Approve Stock Dividend Program (Cash or New
Shares)
4
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
5
Mgmt For For Reelect Patricia Barbizet as Director 6
Mgmt For For Reelect Marie-Christine Coisne-Roquette as
Director
7
Mgmt For For Elect Mark Cutifani as Director 8
Mgmt Against For Elect Carlos Tavares as Director 9
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Receive Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
10
Page 1,255 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Total SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Non-Binding Vote on Compensation of Patrick
Pouyanne, CEO and Chairman
11
Voter Rationale: We voted for in recognition of a number of improvements: the company decreased the bonus weight attached to qualitative performance criteria; provided good disclosure regarding achievement levels for each performance criteria attached to the bonus. We will pay close attention to the overall remuneration levels for the CEO/chairman (increases in base salary, bonus caps and in long-term awards) and will expect any future increases to be linked to the introductions of tougher performance targets.
Mgmt For For Approve Remuneration Policy of Chairman and CEO
12
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
13
Total System Services, Inc.
Meeting Date: 04/27/2017 Country: USA
Meeting Type: Annual Ticker: TSS
Primary ISIN: US8919061098 Primary SEDOL: 2897697
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Kriss Cloninger, III Mgmt For Against
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.
Mgmt Against For Elect Director Walter W. Driver, Jr. 1b
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.
Mgmt Against For Elect Director Sidney E. Harris 1c
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.
Mgmt For For Elect Director William M. Isaac 1d
Mgmt For For Elect Director Pamela A. Joseph 1e
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.
Page 1,256 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Total System Services, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Mason H. Lampton 1f
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.
Mgmt For For Elect Director Connie D. McDaniel 1g
Mgmt Against For Elect Director Philip W. Tomlinson 1h
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.
Mgmt Against For Elect Director John T. Turner 1i
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.
Mgmt Against For Elect Director Richard W. Ussery 1j
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.
Mgmt For For Elect Director M. Troy Woods 1k
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. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Ratify KPMG LLP as Auditors 2
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.
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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 One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt Against For Approve Omnibus Stock Plan 5
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, this plan could lead to excessive dilution.
Page 1,257 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Toyota Industries Corp.
Meeting Date: 06/09/2017 Country: Japan
Meeting Type: Annual Ticker: 6201
Primary ISIN: JP3634600005 Primary SEDOL: 6900546
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 65
Mgmt For For
Mgmt For For Elect Director Toyoda, Tetsuro 2.1
Mgmt For For Elect Director Onishi, Akira 2.2
Mgmt Against For Elect Director Sasaki, Kazue 2.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Furukawa, Shinya 2.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Suzuki, Masaharu 2.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Sasaki, Takuo 2.6
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Otsuka, Kan 2.7
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Yamamoto, Taku 2.8
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Sumi, Shuzo 2.9
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Yamanishi, Kenichiro 2.10
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Kato, Mitsuhisa 2.11
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Approve Annual Bonus 3
Page 1,258 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Toyota Motor Corp.
Meeting Date: 06/14/2017 Country: Japan
Meeting Type: Annual Ticker: 7203
Primary ISIN: JP3633400001 Primary SEDOL: 6900643
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Uchiyamada, Takeshi Mgmt For For
Voter Rationale: We welcome the key steps taken by the board to reduce overall board size and to increase the proportion of external directors on the board. In the coming years, we encourage the company to increase the proportion of independent directors as opposed to those with affiliation to the company.
Mgmt For For Elect Director Hayakawa, Shigeru 1.2
Mgmt For For Elect Director Toyoda, Akio 1.3
Mgmt For For Elect Director Didier Leroy 1.4
Mgmt For For Elect Director Terashi, Shigeki 1.5
Mgmt For For Elect Director Nagata, Osamu 1.6
Mgmt For For Elect Director Uno, Ikuo 1.7
Mgmt For For Elect Director Kato, Haruhiko 1.8
Mgmt For For Elect Director Mark T. Hogan 1.9
Mgmt For For Appoint Alternate Statutory Auditor Sakai, Ryuji 2
Mgmt For For Approve Annual Bonus 3
Mgmt For For Approve Compensation Ceiling for Directors 4
TP ICAP plc
Meeting Date: 05/11/2017 Country: United Kingdom
Meeting Type: Annual Ticker: TCAP
Primary ISIN: GB00B1H0DZ51 Primary SEDOL: B1H0DZ5
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Remuneration Policy 3
Mgmt For For Elect Andrew Baddeley as Director 4
Page 1,259 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
TP ICAP plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Rupert Robson as Director 5
Mgmt For For Re-elect John Phizackerley as Director 6
Mgmt For For Re-elect Angela Knight as Director 7
Mgmt For For Re-elect Roger Perkin as Director 8
Mgmt For For Re-elect Stephen Pull as Director 9
Mgmt For For Re-elect Carol Sergeant as Director 10
Mgmt For For Re-elect David Shalders as Director 11
Mgmt For For Reappoint Deloitte LLP as Auditors 12
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
13
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorise EU Political Donations and Expenditure
14
Mgmt For For Approve Long-Term Incentive Plan 15
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
16
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
18
Mgmt For For Authorise Market Purchase of Ordinary Shares 19
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
20
Mgmt For For Adopt New Articles of Association 21
Transcontinental Inc.
Meeting Date: 03/03/2017 Country: Canada
Meeting Type: Annual Ticker: TCL.A
Primary ISIN: CA8935781044 Primary SEDOL: 2357953
Page 1,260 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Transcontinental Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for Class A Subordinate Voting and
Class B Shareholders
Mgmt
Mgmt For For Elect Director Jacynthe Cote 1.1
Mgmt Withhold For Elect Director Richard Fortin 1.2
Voter Rationale: <p>The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Moreover, this director is not sufficiently independent to serve as the independent lead director.</p>
Mgmt For For Elect Director Isabelle Marcoux 1.3
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Nathalie Marcoux 1.4
Mgmt For For Elect Director Pierre Marcoux 1.5
Mgmt For For Elect Director Remi Marcoux 1.6
Mgmt For For Elect Director Anna Martini 1.7
Mgmt For For Elect Director Francois Olivier 1.8
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Mario Plourde 1.9
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Jean Raymond 1.10
Mgmt For For Elect Director Francois R. Roy 1.11
Mgmt For For Elect Director Annie Thabet 1.12
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Andre Tremblay 1.13
Mgmt For For Approve KPMG LLP as Auditors and Authorize
Board to Fix Their Remuneration
2
Trelleborg AB
Meeting Date: 04/27/2017 Country: Sweden
Meeting Type: Annual Ticker: TREL B
Primary ISIN: SE0000114837 Primary SEDOL: 4902384
Page 1,261 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Trelleborg AB
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Designate Inspector(s) of Minutes of Meeting 3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Approve Agenda of Meeting 5
Mgmt Receive President's Report 6
Mgmt Receive Financial Statements and Statutory
Reports
7
Mgmt Receive Board's Report 8
Mgmt For For Accept Financial Statements and Statutory
Reports
9a
Mgmt For For Approve Allocation of Income and Dividends of
SEK 4.25 Per Share
9b
Mgmt For For Approve Discharge of Board and President 9c
Mgmt Receive Nominating Committee's Report 10
Mgmt For For Determine Number of Members (8) and Deputy
Members (0) of Board
11
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.55 Million for Chairman, and SEK 550,000 for Other Directors; Approve Remuneration for Committee Work; Approve Remuneration of Auditors
12
Mgmt For For Reelect Hans Biörck, Gunilla Fransson, Johan Malmquist, Sören Mellstig (Chairman), Peter Nilsson, Anne Mette Olesen, Susanne Pahlén Åklundh and Bo Risberg as Directors; Ratify Deloitte as Auditors
13
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
14
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Authorize Representatives of Five of Company's Largest Shareholders to Serve on Nominating
Committee
15
Mgmt Close Meeting 16
Page 1,262 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Trinseo S.A.
Meeting Date: 11/28/2017 Country: Luxembourg
Meeting Type: Special Ticker: TSE
Primary ISIN: LU1057788488 Primary SEDOL: BN65SJ4
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1A Elect Director Henri Steinmetz Mgmt For For
Voter Rationale: <p>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.</p>
TUI AG
Meeting Date: 02/14/2017 Country: Germany
Meeting Type: Annual Ticker: TUI1
Primary ISIN: DE000TUAG000 Primary SEDOL: 5666292
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2015/16 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.63 per Share
2
Mgmt For For Approve Discharge of Management Board
Member Friedrich Joussen for Fiscal 2015/16
3.1
Mgmt For For Approve Discharge of Management Board
Member Horst Baier for Fiscal 2015/16
3.2
Mgmt For For Approve Discharge of Management Board
Member David Burling for Fiscal 2015/16
3.3
Mgmt For For Approve Discharge of Management Board
Member Sebastian Ebel for Fiscal 2015/16
3.4
Mgmt For For Approve Discharge of Management Board
Member Elke Eller for Fiscal 2015/16
3.5
Mgmt For For Approve Discharge of Management Board
Member Peter Long for Fiscal 2015/16
3.6
Mgmt For For Approve Discharge of Management Board
Member William Waggott for Fiscal 2015/16
3.7
Page 1,263 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
TUI AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Supervisory Board
Member Klaus Mangold for Fiscal 2015/16
4.1
Voter Rationale: For widely held companies, the supervisory board should include at least 50% independent non-executive directors, to ensure appropriate balance of independence and objectivity. We do not consider employee-elected directors under the co-determination system to be fully independent. Furthermore, key board committees require independence, and non-independent directors sitting on these committees could be conflicted, thereby hampering the committee's impartiality and effectiveness.
Mgmt For For Approve Discharge of Supervisory Board Member Frank Jakobi for Fiscal 2015/16
4.2
Mgmt For For Approve Discharge of Supervisory Board Member Michael Hodgkinson for Fiscal 2015/16
4.3
Mgmt For For Approve Discharge of Supervisory Board Member Andreas Barczewski for Fiscal 2015/16
4.4
Mgmt For For Approve Discharge of Supervisory Board Member Peter Bremme for Fiscal 2015/16
4.5
Mgmt For For Approve Discharge of Supervisory Board Member Edgar Ernst for Fiscal 2015/16
4.6
Mgmt For For Approve Discharge of Supervisory Board Member Wolfgang Flintermann for Fiscal
2015/16
4.7
Mgmt For For Approve Discharge of Supervisory Board Member Angelika Gifford for Fiscal 2015/16
4.8
Mgmt For For Approve Discharge of Supervisory Board Member Valerie Frances Gooding for Fiscal
2015/16
4.9
Mgmt For For Approve Discharge of Supervisory Board Member Dierk Hirschel for Fiscal 2015/16
4.10
Mgmt For For Approve Discharge of Supervisory Board Member Janis Carol Kong for Fiscal 2015/16
4.11
Mgmt For For Approve Discharge of Supervisory Board Member Peter Long for Fiscal 2015/16
4.12
Mgmt For For Approve Discharge of Supervisory Board Member Coline Lucille McConville for Fiscal
2015/16
4.13
Mgmt For For Approve Discharge of Supervisory Board Member Alexey Mordashov for Fiscal 2015/16
4.14
Mgmt For For Approve Discharge of Supervisory Board Member Michael Poenipp for Fiscal 2015/16
4.15
Mgmt For For Approve Discharge of Supervisory Board Member Timothy Martin Powell for Fiscal
2015/16
4.16
Mgmt For For Approve Discharge of Supervisory Board Member Wilfried Rau for Fiscal 2015/16
4.17
Mgmt For For Approve Discharge of Supervisory Board Member Carmen Riu Gueell for Fiscal 2015/16
4.18
Page 1,264 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
TUI AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Supervisory Board
Member Carola Schwirn for Fiscal 2015/16
4.19
Mgmt For For Approve Discharge of Supervisory Board
Member Maxim G. Shemetov for Fiscal 2015/16
4.20
Mgmt For For Approve Discharge of Supervisory Board
Member Anette Strempel for Fiscal 2015/16
4.21
Mgmt For For Approve Discharge of Supervisory Board
Member Christian Strenger for Fiscal 2015/16
4.22
Mgmt For For Approve Discharge of Supervisory Board
Member Ortwin Strubelt for Fiscal 2015/16
4.23
Mgmt For For Approve Discharge of Supervisory Board
Member Stefan Weinhofer for Fiscal 2015/16
4.24
Mgmt For For Approve Discharge of Supervisory Board
Member Marcell Witt for Fiscal 2015/16
4.25
Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal
2016/17
5
Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares
6
Tullow Oil plc
Meeting Date: 04/05/2017 Country: United Kingdom
Meeting Type: Special Ticker: TLW
Primary ISIN: GB0001500809 Primary SEDOL: 0150080
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve the Rights Issue Mgmt For For
Mgmt For For Authorise Issue of Equity Pursuant to the Rights Issue
2
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights Pursuant to the Rights Issue
3
Tullow Oil plc
Meeting Date: 04/26/2017 Country: United Kingdom
Meeting Type: Annual Ticker: TLW
Primary ISIN: GB0001500809 Primary SEDOL: 0150080
Page 1,265 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Tullow Oil plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt Against For Approve Remuneration Report 2
Mgmt Against For Approve Remuneration Policy 3
Mgmt For For Re-elect Tutu Agyare as Director 4
Mgmt For For Re-elect Mike Daly as Director 5
Mgmt For For Re-elect Anne Drinkwater as Director 6
Mgmt For For Re-elect Aidan Heavey as Director 7
Voter Rationale: We support this director's reelection given the rationale provided by the company. However, we ask an independent Chairman be appointed soon.
Mgmt For For Re-elect Steve Lucas as Director 8
Mgmt For For Re-elect Angus McCoss as Director 9
Mgmt For For Re-elect Paul McDade as Director 10
Mgmt For For Re-elect Ian Springett as Director 11
Mgmt For For Re-elect Jeremy Wilson as Director 12
Mgmt For For Reappoint Deloitte LLP as Auditors 13
Mgmt For For Authorise the Audit Committee to Fix
Remuneration of Auditors
14
Mgmt Against For Amend Tullow Incentive Plan 15
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
16
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
18
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
19
Mgmt For For Authorise Market Purchase of Ordinary Shares 20
Tyson Foods, Inc.
Meeting Date: 02/09/2017 Country: USA
Meeting Type: Annual Ticker: TSN
Primary ISIN: US9024941034 Primary SEDOL: 2909730
Page 1,266 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Tyson Foods, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director John Tyson Mgmt For Against
Voter Rationale: <p>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. Furthermore, retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.</p>
Mgmt Against For Elect Director Gaurdie E. Banister, Jr. 1b
Voter Rationale: We voted against all compensation committee memebers because, in addition to other concern over the Named Executive Officers' Compensation which are highlighted under resolution 3, we have serious concerns over the committee's decision to afford the former CEO a generous consultancy contract of USD2.3m per annum for a period of three years. This amount is higher than the current CEO's annual salary and raise questions about the lines of responsibility at the top of the company. Furthermore, we consider that 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 For For Elect Director Mike Beebe 1c
Mgmt For For Elect Director Mikel A. Durham 1d
Mgmt For For Elect Director Tom Hayes 1e
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director Kevin M. McNamara 1f
Voter Rationale: We voted against all compensation committee memebers because, in addition to other concern over the Named Executive Officers' Compensation which are highlighted under resolution 3, we have serious concerns over the committee's decision to afford the former CEO a generous consultancy contract of USD2.3m per annum for a period of three years. This amount is higher than the current CEO's annual salary and raise questions about the lines of responsibility at the top of the company. Furthermore, we consider that 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 For For Elect Director Cheryl S. Miller 1g
Mgmt Against For Elect Director Brad T. Sauer 1h
Voter Rationale: We voted against all compensation committee memebers because, in addition to other concern over the Named Executive Officers' Compensation which are highlighted under resolution 3, we have serious concerns over the committee's decision to afford the former CEO a generous consultancy contract of USD2.3m per annum for a period of three years. This amount is higher than the current CEO's annual salary and raise questions about the lines of responsibility at the top of the company. Furthermore, we consider that 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 For For Elect Director Jeffrey K. Schomburger 1i
Mgmt Against For Elect Director Robert Thurber 1j
Voter Rationale: We voted against the chairman of the Governance and Nominating Committee because we question the continued presence on the board of a representative of the controllingshareholder. Given the share class structure, which impares the rights of minority shareholders, we expect the non-executive component of the board to befully independent.
Mgmt For For Elect Director Barbara A. Tyson 1k
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Page 1,267 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Tyson Foods, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: <p>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. 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. 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 suffciently long period of time.</p>
Mgmt One Year Three Years Advisory Vote on Say on Pay Frequency 4
SH For Against Report on Lobbying Payments and Policy 5
Voter Rationale: <p>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.</p>
SH For Against Board Diversity 6
Voter Rationale: <p>We are encouraged by current disclosures on diversity management. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.</p>
SH For Against Proxy Access 7
Voter Rationale: <p>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.</p>
SH For Against Implement a Water Quality Stewardship Policy 8
Voter Rationale: We voted for the resolution because the company does not disclose the policies, initiatives, or management mechanisms it has implemented to address runoff and other water quality issues from company-owned operations and contract farms. We note that there has been litigation as well as a number of controversies regarding water contamination from company-owned and contracted facilities.
U.S. Bancorp
Meeting Date: 04/18/2017 Country: USA
Meeting Type: Annual Ticker: USB
Primary ISIN: US9029733048 Primary SEDOL: 2736035
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Douglas M. Baker, Jr. Mgmt For For
Page 1,268 of 1,384
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U.S. Bancorp Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: The board lacks both an independent chairman and a sufficiently independent lead director. At the very least, the nominating committee should appoint a fully independent lead director whose independence is not compromised by long tenure. Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.
Mgmt For For Elect Director Warner L. Baxter 1b
Mgmt For For Elect Director Marc N. Casper 1c
Mgmt For For Elect Director Andrew Cecere 1d
Mgmt For For Elect Director Arthur D. Collins, Jr. 1e
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.
Mgmt For For Elect Director Richard K. Davis 1f
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. Furthermore, retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.
Mgmt For For Elect Director Kimberly J. Harris 1g
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Roland A. Hernandez 1h
Mgmt For For Elect Director Doreen Woo Ho 1i
Mgmt For For Elect Director Olivia F. Kirtley 1j
Mgmt For For Elect Director Karen S. Lynch 1k
Mgmt For For Elect Director David B. O'Maley 1l
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.
Mgmt For For Elect Director O'dell M. Owens 1m
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.
Mgmt For For Elect Director Craig D. Schnuck 1n
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.
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U.S. Bancorp Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Scott W. Wine 1o
Voter Rationale: This director's commitments, as a top officer and director at more than two public companies, are excessive and likely to jeopardize the ability to provide appropriate oversight on all boards. CEOs and CFOs make valuable board members but also face tremendous demands on their time. Notwithstanding this, we see evidence of board refreshment taking place over the last one-to-two years and we will continue to engage the company to ensure that our concerns regarding this director are mitigated as further refreshment takes place.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
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. 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. The long-term incentive program raises a number of concerns. Namely, award values were increased during a period of mixed financial performance (and granted at a FY16 low point in the stock price), absolute ROE goals were lowered for the fourth consecutive year, and payouts are based solely on one year of performance.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 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.
Ube Industries Ltd.
Meeting Date: 06/29/2017 Country: Japan
Meeting Type: Annual Ticker: 4208
Primary ISIN: JP3158800007 Primary SEDOL: 6910705
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 6 Mgmt For For
Mgmt For For Approve Reverse Stock Split to Comply with Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
2
Mgmt For For Elect Director Takeshita, Michio 3.1
Mgmt For For Elect Director Yamamoto, Yuzuru 3.2
Page 1,270 of 1,384
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Ube Industries Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Sugishita, Hideyuki 3.3
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Matsunami, Tadashi 3.4
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt Against For Elect Director Kusama, Takashi 3.5
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Elect Director Terui, Keiko 3.6
Mgmt For For Elect Director Shoda, Takashi 3.7
Mgmt Against For Elect Director Kageyama, Mahito 3.8
Voter Rationale: <p>The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.</p>
Mgmt For For Appoint Statutory Auditor Yamamoto, Atsushi 4.1
Mgmt For For Appoint Statutory Auditor Ochiai, Seiichi 4.2
Mgmt For For Appoint Alternate Statutory Auditor Koriya,
Daisuke
5
u-blox Holding AG
Meeting Date: 04/25/2017 Country: Switzerland
Meeting Type: Annual Ticker: UBXN
Primary ISIN: CH0033361673 Primary SEDOL: B28PS95
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Allocation of Income 2.1
Mgmt For For Approve Dividends of CHF 2.10 per Share from Capital Contribution Reserves
2.2
Mgmt For For Approve Discharge of Board and Senior Management
3
Page 1,271 of 1,384
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u-blox Holding AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Amend CHF 17,848 Increase in Pool of Conditional Capital Reserved for Stock Option Grants to Members of the Board of Directors and Employees of the Company
4.1
Voter Rationale: A vote AGAINST this stock plan is warranted because non-executive directors are eligible to receive stock options.
Mgmt For For Approve Creation of CHF 916,200 Pool of Capital without Preemptive Rights
4.2
Mgmt For For Elect Fritz Fahrni as Director and Board Chairman
5.1
Mgmt For For Reelect Paul Van Iseghem as Director 5.2
Mgmt For For Reelect Gerhard Troester as Director 5.3
Mgmt For For Reelect Andre Mueller as Director 5.4
Mgmt For For Reelect Gina Domanig as Director 5.5
Mgmt For For Reelect Thomas Seiler as Director 5.6
Mgmt For For Reelect Jean-Pierre Wyss as Director 5.7
Mgmt For For Appoint Gerhard Troester as Member of the Nomination and Compensation Committee
6.1
Mgmt For For Appoint Gina Domanig as Member of the Nomination and Compensation Committee
6.2
Mgmt For For Approve Remuneration of Board of Directors in the Amount of CHF 586,000 for Fiscal 2016
(Non-Binding)
7.1
Mgmt For For Approve Remuneration of Executive Committee in the Amount of CHF 4.8 Million for Fiscal 2016
(Non-Binding)
7.2
Mgmt For For Approve Maximum Remuneration of Board of Directors in the Amount of CHF 600,000 for the Period until the 2018 Ordinary General Meeting (Binding)
8.1
Mgmt For For Approve Maximum Remuneration of Executive Committee in the Amount of CHF 7 Million for
Fiscal 2018 (Binding)
8.2
Mgmt For For Designate KBT Treuhand AG as Independent Proxy
9
Mgmt For For Ratify KPMG AG as Auditors 10
Mgmt Against For Transact Other Business (Voting) 11
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these any 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.
Page 1,272 of 1,384
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UBS GROUP AG
Meeting Date: 05/04/2017 Country: Switzerland
Meeting Type: Annual Ticker: UBSG
Primary ISIN: CH0244767585 Primary SEDOL: BRJL176
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report (Non-Binding) 1.2
Mgmt For For Approve Allocation of Income and Dividends of CHF 0.60 per Share from Capital Contribution
Reserves
2
Mgmt For For Approve Discharge of Board and Senior Management
3
Mgmt For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 71.9 Million
4
Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 31.5
Million
5
Mgmt For For Reelect Axel Weber as Director and Board Chairman
6.1a
Mgmt For For Reelect Michel Demare as Director 6.1b
Mgmt For For Reelect David Sidwell as Director 6.1c
Mgmt For For Reelect Reto Francioni as Director 6.1d
Mgmt For For Reelect Ann Godbehere as Director 6.1e
Mgmt For For Reelect William Parrett as Director 6.1f
Mgmt For For Reelect Isabelle Romy as Director 6.1g
Mgmt For For Reelect Robert Scully as Director 6.1h
Mgmt For For Reelect Beatrice Weder di Mauro as Director 6.1i
Mgmt For For Reelect Dieter Wemmer as Director 6.1j
Mgmt For For Elect Julie Richardson as Director 6.2
Mgmt For For Appoint Ann Godbehere as Member of the Compensation Committee
6.3.1
Mgmt For For Appoint Michel Demare as Member of the Compensation Committee
6.3.2
Mgmt For For Appoint Reto Francioni as Member of the Compensation Committee
6.3.3
Mgmt For For Appoint William Parrett as Member of the Compensation Committee
6.3.4
Page 1,273 of 1,384
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UBS GROUP AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Maximum Remuneration of Board of
Directors in the Amount of CHF 14 Million
7
Mgmt For For Designate ADB Altorfer Duss & Beilstein AG as
Independent Proxy
8.1
Mgmt For For Ratify Ernst & Young AG as Auditors 8.2
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because - This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and - The content of these any 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.
UDG Healthcare plc
Meeting Date: 02/07/2017 Country: Ireland
Meeting Type: Annual Ticker: UDG
Primary ISIN: IE0033024807 Primary SEDOL: 3302480
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt Against For Approve Remuneration Report 3a
Voter Rationale: We are not supportive of the decision to increase Brendan McAtamney's base salary by such a significant percentage so soon after taking over the role of CEO. Additionally, the higher LTIP award (50% of base salary) is higher than his predecessor's and was granted without any increase in targets. We were not satisfied with the explanations provided by the company and encourage restraint to be shown in future years with regard to remuneration increases.
Mgmt For For Approve Remuneration Policy 3b
Mgmt For For Re-elect Chris Brinsmead as Director 4a
Mgmt For For Re-elect Chris Corbin as Director 4b
Mgmt For For Re-elect Peter Gray as Director 4c
Mgmt For For Re-elect Brendan McAtamney as Director 4d
Mgmt For For Elect Nancy Miller-Rich as Director 4e
Mgmt For For Re-elect Gerard van Odijk as Director 4f
Mgmt For For Re-elect Alan Ralph as Director 4g
Mgmt For For Re-elect Lisa Ricciardi as Director 4h
Mgmt For For Re-elect Philip Toomey as Director 4i
Page 1,274 of 1,384
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UDG Healthcare plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Linda Wilding as Director 4j
Mgmt For For Appoint EY as Auditors 5
Mgmt For For Authorise Board to Fix Remuneration of Auditors 6
Mgmt For For Authorise the Company to Call EGM with Two
Weeks' Notice
7
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
8
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
9
Mgmt For For Authorise Market Purchase of Shares 10
Mgmt For For Fix the Maximum and Minimum Prices at Which
Treasury Shares May Be Re-issued Off-market
11
Ulker Biskuvi Sanayi A.S.
Meeting Date: 03/31/2017 Country: Turkey
Meeting Type: Annual Ticker: ULKER
Primary ISIN: TREULKR00015 Primary SEDOL: B03MYX3
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
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Accept Audit Report 4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Accept Financial Statements 5
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Discharge of Board 6
Mgmt For For Ratify Director Appointment 7
Page 1,275 of 1,384
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Ulker Biskuvi Sanayi A.S. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Directors 8
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Approve Allocation of Income 9
Mgmt Against For Ratify External Auditors 10
Voter Rationale: Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor.
Mgmt Against For Approve Upper Limit of Donations for 2017 and
Receive Information on Donations Made in 2016
11
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Receive Information on Guarantees, Pledges and Mortgages Provided by the Company to Third Parties
12
Mgmt Against For Approve Director Remuneration 13
Voter Rationale: Companies should provide sufficient information on directors' fees to enable shareholders to cast an informed vote.
Mgmt Receive Information on Related Party Transactions
14
Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose
15
Ulker Biskuvi Sanayi A.S.
Meeting Date: 09/07/2017 Country: Turkey
Meeting Type: Special Ticker: ULKER
Primary ISIN: TREULKR00015 Primary SEDOL: B03MYX3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Special 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 Elect Director 3
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Ulker Biskuvi Sanayi A.S. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Grant Permission for Board Members to Engage in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose
4
Mgmt Close Meeting 5
Umicore
Meeting Date: 04/25/2017 Country: Belgium
Meeting Type: Annual/Special Ticker: UMI
Primary ISIN: BE0003884047 Primary SEDOL: 4005001
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual / Special Meeting Mgmt
Mgmt Annual Meeting
Mgmt Receive Directors' and Auditors' Reports (Non-Voting)
1
Mgmt Against For Approve Remuneration Report 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Furthermore, incentive awards to directors should have clearly disclosed and stretching performance targets to reward strong performance and long-term value creation. In addition, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Financial Statements and Allocation of
Income, and Dividends of EUR 1.30 per Share
3
Mgmt Receive Consolidated Financial Statements and
Statutory Reports (Non-Voting)
4
Mgmt For For Approve Discharge of Directors 5
Mgmt For For Approve Discharge of Auditors 6
Mgmt For For Reelect Ines Kolmees as Director 7.1
Mgmt For For Elect Liat Ben-Zur as Director 7.2
Mgmt Against For Elect Gerard Lamarche as Director 7.3
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Approve Remuneration of Directors 7.4
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Umicore Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 8.1
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Approve Auditors' Remuneration 8.2
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 Special Meeting
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
1
Umicore
Meeting Date: 09/07/2017 Country: Belgium
Meeting Type: Special Ticker: UMI
Primary ISIN: BE0003884047 Primary SEDOL: 4005001
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Extraordinary Meeting Mgmt
Mgmt For For Approve Stock Split 1
Mgmt For For Amend Article 24 Re: Cancellation Temporary
Provision on Fractions of Shares
2
Mgmt For For Amend Article 16 Re: Annual General Meeting
Date Formalities
3
Mgmt Special Meeting
Mgmt For For Approve Change-of-Control Clause Re : Loan
Agreement
1
Mgmt For For Approve Change-of-Control Clause Re : Note
Purchase Agreement
2
Unibail Rodamco SE
Meeting Date: 04/25/2017 Country: France
Meeting Type: Annual/Special Ticker: UL
Primary ISIN: FR0000124711 Primary SEDOL: B1YY4B3
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Unibail Rodamco SE
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 10.20 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions and Acknowledge the Absence of New Transactions
4
Mgmt For For Approve Remuneration Policy for Supervisory
Board Members
5
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Remuneration Policy for Chairman of
the Management Board
6
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Approve Remuneration Policy for Management Board Members
7
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Non-Binding Vote on Compensation of Christophe Cuvillier, Chairman of the
Management Board
8
Mgmt For For Non-Binding Vote on Compensation of Olivier Bossard, Fabrice Mouchel, Astrid Panosyan, Jaap Tonckens and Jean-Marie Tritant, Members of the Management Board
9
Mgmt For For Reelect Dagmar Kollmann as Supervisory Board Member
10
Mgmt For For Elect Phllippe Collombel as Supervisory Board Member
11
Mgmt For For Elect Colin Dyer as Supervisory Board Member 12
Mgmt For For Elect Roderick Munsters as Supervisory Board Member
13
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Unibail Rodamco SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Renew Appointment of Ernst and Young Audit
as Auditor
14
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Renew Appointment of Deloitte et Associés as Auditor
15
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
16
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
17
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 75 Million
18
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 45 Million
19
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote under Items 18-19
20
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
21
Mgmt For For Authorize up to 3 Percent of Issued Capital for Use in Stock Option Plans Reserved for Employees and Executive Officers of the Company
22
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
23
Mgmt Ordinary Business
Mgmt For For Authorize Filing of Required Documents/Other Formalities
24
UNICAJA BANCO S.A.
Meeting Date: 10/10/2017 Country: Spain
Meeting Type: Special Ticker: UNI
Primary ISIN: ES0180907000 Primary SEDOL: BH4H4H0
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UNICAJA BANCO S.A.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Commitment of Guarantee of Obligations Assumed by Subsidiary Banco de Caja Espana de Inversiones, Salamanca y Soria
SA (EspanaDuero)
Mgmt For For
UniCredit SpA
Meeting Date: 01/12/2017 Country: Italy
Meeting Type: Special Ticker: UCG
Primary ISIN: IT0004781412 Primary SEDOL: B5M1SM3
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Extraordinary Business Mgmt
Mgmt For For Approve Capital Increase with Preemptive Rights
1
Mgmt For For Approve Share Consolidation 2
Mgmt Ordinary Business
Mgmt For For Elect Jean Pierre Mustier as Director 1.1
Mgmt For For Elect Sergio Balbinot as Director 1.2
Mgmt For For Elect Martha Dagmar Böckenfeld as Director 1.3
UniCredit SpA
Meeting Date: 04/20/2017 Country: Italy
Meeting Type: Annual/Special Ticker: UCG
Primary ISIN: IT0005239360 Primary SEDOL: BYMXPS7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
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UniCredit SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Accept Financial Statements and Statutory
Reports
1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Allocation of Income 2
Mgmt For For Approve 2017 Group Incentive System 3
Mgmt For For Approve Long-Term Incentive Plan 2017-2019 4
Mgmt For For Approve Severance Payments Policy 5
Mgmt For For Approve Remuneration Policy 6
Mgmt Extraordinary Business
Mgmt For For Authorize Board to Increase Capital to Service
2016 Incentive Plan
1
Mgmt For For Authorize Board to Increase Capital to Service
2017 Incentive Plan and LTI Plan 2017-2019
2
UniCredit SpA
Meeting Date: 12/04/2017 Country: Italy
Meeting Type: Special Ticker: UCG
Primary ISIN: IT0005239360 Primary SEDOL: BYMXPS7
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
SH Against None Proposal Submitted by Allianz Finance II Luxembourg Sarl: Appoint Guido Paolucci as
Internal Statutory Auditor
1.a.1
SH For None Proposal Submitted by Institutional Investors (Assogestioni): Appoint Antonella Bientinesi as
Internal Statutory Auditor
1.a.2
SH Against None Proposal Submitted by Pierluigi Carollo: Appoint Pierluigi Carollo as Internal Statutory Auditor
1.a.3
SH Against None Proposal Submitted by Allianz Finance II Luxembourg Sarl: Appoint Raffaella Pagani as
Alternate Internal Statutory Auditor
1.b.1
SH For None Proposal Submitted by Institutional Investors (Assogestioni): Appoint Myriam Amato as
Alternate Internal Statutory Auditor
1.b.2
Mgmt Extraordinary Business
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UniCredit SpA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Amend Articles Re: 20 and 24 (Board-Related) 1
Mgmt For For Amend Articles Re: 5, 15, and 17 (Voting Cap) 2
Mgmt For For Approve Conversion of Saving Shares into
Ordinary Shares
3
Mgmt For For Approve Change in the Location of the
Company's Registered Headquarters To Milan
4
Unilever NV
Meeting Date: 04/26/2017 Country: Netherlands
Meeting Type: Annual Ticker: UNA
Primary ISIN: NL0000009355 Primary SEDOL: B12T3J1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Discussion of the Annual Report and Accounts for the 2016 financial year
1
Mgmt For For Approve Financial Statements and Allocation of Income
2
Mgmt For For Approve Discharge of Executive Board Members 3
Mgmt For For Approve Discharge of Non-Executive Board Members
4
Mgmt For For Approve Remuneration Policy for Management Board Members
5
Voter Rationale: We voted FOR however, we intend to monitor the company to ensure buyout provisions are not abused. We would expect transition awards to be comparable to the award foregone.
Mgmt For For Approve Unilever Share Plan 2017 6
Mgmt For For Elect N.S. Andersen as Non-Executive Board
Member
7
Mgmt For For Elect L.M. Cha as Non-Executive Board Member 8
Mgmt For For Elect V. Colao as Non-Executive Board Member 9
Mgmt For For Elect M Dekkers as Non-Executive Board
Member
10
Mgmt For For Elect A.M. Fudge as Non-Executive Board
Member
11
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Unilever NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect J. Hartmann as Non-Executive Board
Member
12
Mgmt For For Elect M. Ma as Non-Executive Board Member 13
Mgmt For For Elect S Masiyiwa as Non-Executive Board
Member
14
Mgmt For For Elect Y.Moon as Non-Executive Board Member 15
Mgmt For For Elect G. Pitkethly as Executive Board Member 16
Mgmt For For Elect P.G.J.M. Polman as Executive Board
Member
17
Mgmt For For Elect J. Rishton as Non-Executive Board Member 18
Mgmt For For Elect F. Sijbesma as Non-Executive Board
Member
19
Mgmt For For Ratify KPMG as Auditors 20
Mgmt Against For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger
21
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
22
Mgmt For For Approve Cancellation of Repurchased Shares 23
Unilever PLC
Meeting Date: 04/27/2017 Country: United Kingdom
Meeting Type: Annual Ticker: ULVR
Primary ISIN: GB00B10RZP78 Primary SEDOL: B10RZP7
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Remuneration Policy 3
Mgmt For For Approve Performance Share Plan 4
Mgmt For For Re-elect Nils Andersen as Director 5
Mgmt For For Re-elect Laura Cha as Director 6
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Unilever PLC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Vittorio Coal as Director 7
Mgmt For For Re-elect Dr Marijn Dekkers as Director 8
Mgmt For For Re-elect Ann Fudge as Director 9
Mgmt For For Re-elect Dr Judith Hartmann as Director 10
Mgmt For For Re-elect Mary Ma as Director 11
Mgmt For For Re-elect Strive Masiyiwa as Director 12
Mgmt For For Re-elect Youngme Moon as Director 13
Mgmt For For Re-elect Graeme Pitkethly as Director 14
Mgmt For For Re-elect Paul Polman as Director 15
Mgmt For For Re-elect John Rishton as Director 16
Mgmt For For Re-elect Feike Sijbesma as Director 17
Mgmt For For Reappoint KPMG LLP as Auditors 18
Mgmt For For Authorise Board to Fix Remuneration of Auditors 19
Mgmt For For Authorise EU Political Donations and
Expenditure
20
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
21
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
22
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
23
Mgmt For For Authorise Market Purchase of Ordinary Shares 24
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
25
Union Pacific Corporation
Meeting Date: 05/11/2017 Country: USA
Meeting Type: Annual Ticker: UNP
Primary ISIN: US9078181081 Primary SEDOL: 2914734
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Andrew H. Card, Jr. Mgmt For For
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Union Pacific Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Erroll B. Davis, Jr. 1b
Mgmt For For Elect Director David B. Dillon 1c
Mgmt For For Elect Director Lance M. Fritz 1d
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 Deborah C. Hopkins 1e
Mgmt For For Elect Director Jane H. Lute 1f
Mgmt For For Elect Director Michael R. McCarthy 1g
Mgmt Against For Elect Director Michael W. McConnell 1h
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.
Mgmt For For Elect Director Thomas F. McLarty, III 1i
Mgmt Against For Elect Director Steven R. Rogel 1j
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.
Mgmt For For Elect Director Jose H. Villarreal 1k
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
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.
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. 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. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 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.
Unione di Banche Italiane S.p.A.
Meeting Date: 04/07/2017 Country: Italy
Meeting Type: Annual/Special Ticker: UBI
Primary ISIN: IT0003487029 Primary SEDOL: 7622225
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Unione di Banche Italiane S.p.A.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Treatment of Net Losses and Allocation of Income through Partial Distribution of Reserves
1
Mgmt Shareholder Proposal Submitted by MAR.BEA. Srl and Fondazione Banca del Monte di Lombardia
SH For None Elect Ferruccio Dardanello as Supervisory Board
Member
2
Mgmt Management Proposals
Mgmt For For Approve Remuneration Policy 3
Mgmt For For Remuneration Policies for Management and
Supervisory Board Members
4
Mgmt For For Approve Short Term Incentive Bonus Plan for
Key Personnel
5.a
Mgmt For For Approve Performance Based Share Matching
Plan
5.b
Mgmt Against For Approve Productivity Bonus 5.c
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve Severance Payments Policy 6
Mgmt For For Approve Fixed-Variable Compensation Ratio 7
Mgmt Extraordinary Business
Mgmt For For Approve Capital Increase with Preemptive
Rights
8
Uniper SE
Meeting Date: 06/08/2017 Country: Germany
Meeting Type: Annual Ticker: UN01
Primary ISIN: DE000UNSE018 Primary SEDOL: BZ6CZ43
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
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Uniper SE Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.55 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal 2017
5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration of Supervisory Board and Amend Articles
6
Voter Rationale: Members of the supervisory board should not be entitled to performance-related pay, as this can detract from board objectivity and independence. In spite of the guidance provided in the German Corporate Governance Code, companies should avoid this element of pay.
Mgmt Against For Approve Remuneration of Supervisory Board in Accordance with the Articles Amendments Proposed in Item 6
7
Voter Rationale: Members of the supervisory board should not be entitled to performance-related pay, as this can detract from board objectivity and independence. In spite of the guidance provided in the German Corporate Governance Code, companies should avoid this element of pay.
Mgmt For For Elect Bernhard Reutersberg to the Supervisory
Board
8.1
Mgmt For For Elect Jean-Francois Cirelli to the Supervisory
Board
8.2
Mgmt For For Elect David Charles Davies to the Supervisory
Board
8.3
Mgmt For For Elect Marion Helmes to the Supervisory Board 8.4
Mgmt For For Elect Rebecca Ranich to the Supervisory Board 8.5
Mgmt For For Elect Marc Spieker to the Supervisory Board 8.6
Mgmt Against For Approve Remuneration System for Management
Board Members
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.
Unipro PJSC
Meeting Date: 06/23/2017 Country: Russia
Meeting Type: Annual Ticker: EONR
Primary ISIN: RU000A0JNGA5 Primary SEDOL: B196FC2
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Unipro PJSC
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Annual Report and Financial
Statements
Mgmt For For
Mgmt For For Approve Allocation of Income and Dividends 2
Mgmt For For Approve Interim Dividends of RUB 0.01 per
Share for First Three Months of Fiscal 2017
3
Mgmt Elect Nine Directors by Cumulative Voting
Mgmt Against None Elect Klaus Schaefer as Director 4.1
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance. Furthermore, the chairman of the board should be elected from among independent non-executive directors.</p>
Mgmt Against None Elect Christopher Delbrueck as Director 4.2
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Gunter Ruemmler as Director 4.3
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Patrick Wolff as Director 4.4
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Reiner Hartmann as Director 4.5
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Maksim Shirokov as Director 4.6
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt For None Elect Tatyana Mitrova as Director 4.7
Mgmt For None Elect Aleksey Germanovich as Director 4.8
Mgmt For None Elect Anna Belova as Director 4.9
Mgmt Elect Four Members of Audit Commission
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Unipro PJSC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Uwe Hansal as Member of Audit
Commission
5.1
Mgmt For For Elect Nicolo Prien as Member of Audit
Commission
5.2
Mgmt For For Elect Aleksey Asyaev as Member of Audit
Commission
5.3
Mgmt For For Elect Denis Alekseenkov as Member of Audit
Commission
5.4
Mgmt For For Ratify Auditor 6
Voter Rationale: <p>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.</p>
Mgmt Against For Approve Remuneration of Directors 7
Voter Rationale: <p>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.</p>
United Continental Holdings, Inc.
Meeting Date: 05/24/2017 Country: USA
Meeting Type: Annual Ticker: UAL
Primary ISIN: US9100471096 Primary SEDOL: B4QG225
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Carolyn Corvi Mgmt For For
Mgmt For For Elect Director Jane C. Garvey 1.2
Mgmt For For Elect Director Barney Harford 1.3
Mgmt For For Elect Director Walter Isaacson 1.4
Mgmt For For Elect Director James A. C. Kennedy 1.5
Mgmt For For Elect Director Robert A. Milton 1.6
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Oscar Munoz 1.7
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director William R. Nuti 1.8
Voter Rationale: <p>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.</p>
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United Continental Holdings, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Edward M. Philip 1.9
Mgmt For For Elect Director Edward L. Shapiro 1.10
Mgmt For For Elect Director Laurence E. Simmons 1.11
Mgmt For For Elect Director David J. Vitale 1.12
Mgmt Against For Elect Director James M. Whitehurst 1.13
Voter Rationale: <p>Executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.</p>
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: <p>A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. 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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt Against For Approve Omnibus Stock Plan 5
Voter Rationale: <p>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.</p>
United Internet AG
Meeting Date: 05/18/2017 Country: Germany
Meeting Type: Annual Ticker: UTDI
Primary ISIN: DE0005089031 Primary SEDOL: 4354134
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.80 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: <p>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.</p>
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United Internet AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Ratify Ernst & Young GmbH as Auditors for
Fiscal 2017
5
Voter Rationale: <p>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. Furthermore, 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.</p>
Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased
Shares
6
United Rentals, Inc.
Meeting Date: 05/04/2017 Country: USA
Meeting Type: Annual Ticker: URI
Primary ISIN: US9113631090 Primary SEDOL: 2134781
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jenne K. Britell Mgmt For For
Mgmt For For Elect Director Jose B. Alvarez 1.2
Mgmt For For Elect Director Bobby J. Griffin 1.3
Mgmt For For Elect Director Michael J. Kneeland 1.4
Mgmt Against For Elect Director Singleton B. McAllister 1.5
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.
Mgmt For For Elect Director Jason D. Papastavrou 1.6
Mgmt For For Elect Director Filippo Passerini 1.7
Mgmt For For Elect Director Donald C. Roof 1.8
Mgmt For For Elect Director Shiv Singh 1.9
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt For For Eliminate Supermajority Vote Requirement 5
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.
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United Rentals, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH For Against Shareholders May Call Special Meetings 6
Mgmt For For Amend Right to Call Special Meeting 7
Voter Rationale: We would prefer the company to make binding the provisions in relation to calling a special meeting as set out under item 6.
United Technologies Corporation
Meeting Date: 04/24/2017 Country: USA
Meeting Type: Annual Ticker: UTX
Primary ISIN: US9130171096 Primary SEDOL: 2915500
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Lloyd J. Austin, III Mgmt For For
Mgmt For For Elect Director Diane M. Bryant 1b
Mgmt Against For Elect Director John V. Faraci 1c
Voter Rationale: Directors whose close family members are employed at the company are not sufficiently independent to serve on key board committees and should be considered affiliated directors.
Mgmt Against For Elect Director Jean-Pierre Garnier 1d
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Gregory J. Hayes 1e
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 for preserving accountability.
Mgmt For For Elect Director Edward A. Kangas 1f
Mgmt For For Elect Director Ellen J. Kullman 1g
Mgmt Against For Elect Director Marshall O. Larsen 1h
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.
Mgmt Against For Elect Director Harold McGraw, III 1i
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Fredric G. Reynolds 1j
Mgmt For For Elect Director Brian C. Rogers 1k
Mgmt Against For Elect Director Christine Todd Whitman 1l
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
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United Technologies Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
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.
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. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Additionally, 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
UnitedHealth Group Incorporated
Meeting Date: 06/05/2017 Country: USA
Meeting Type: Annual Ticker: UNH
Primary ISIN: US91324P1021 Primary SEDOL: 2917766
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director William C. Ballard, Jr. Mgmt For Against
Voter Rationale: <p>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. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Against For Elect Director Richard T. Burke 1b
Voter Rationale: <p>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. Moreover, directors with long board tenures should not serve on committees that require absolute independence. Additionally, 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.</p>
Mgmt For For Elect Director Timothy P. Flynn 1c
Mgmt For For Elect Director Stephen J. Hemsley 1d
Mgmt For For Elect Director Michele J. Hooper 1e
Mgmt For For Elect Director Rodger A. Lawson 1f
Mgmt For For Elect Director Glenn M. Renwick 1g
Mgmt For For Elect Director Kenneth I. Shine 1h
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UnitedHealth Group Incorporated Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Gail R. Wilensky 1i
Voter Rationale: <p>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. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. 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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
SH For Against Report on Lobbying Payments and Policy 5
Voter Rationale: <p>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.</p>
Unum Group
Meeting Date: 05/25/2017 Country: USA
Meeting Type: Annual Ticker: UNM
Primary ISIN: US91529Y1064 Primary SEDOL: 2433842
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Theodore H. Bunting, Jr. Mgmt For For
Mgmt For For Elect Director E. Michael Caulfield 1.2
Mgmt For For Elect Director Joseph J. Echevarria 1.3
Mgmt For For Elect Director Cynthia L. Egan 1.4
Mgmt Against For Elect Director Pamela H. Godwin 1.5
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Kevin T. Kabat 1.6
Mgmt For For Elect Director Timothy F. Keaney 1.7
Mgmt Against For Elect Director Gloria C. Larson 1.8
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
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Unum Group Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Richard P. McKenney 1.9
Mgmt For For Elect Director Ronald P. O'Hanley 1.10
Mgmt For For Elect Director Francis J. Shammo 1.11
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: <p>Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
Mgmt Against For Approve Omnibus Stock Plan 5
Voter Rationale: <p>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, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. 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.</p>
Upm-Kymmene Oy
Meeting Date: 03/29/2017 Country: Finland
Meeting Type: Annual Ticker: UPM
Primary ISIN: FI0009005987 Primary SEDOL: 5051252
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt Call the Meeting to Order 2
Mgmt For For Designate Inspector or Shareholder
Representative(s) of Minutes of Meeting
3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory
Reports
6
Mgmt For For Accept Financial Statements and Statutory
Reports
7
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.95 Per Share
8
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Upm-Kymmene Oy Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Remuneration of Directors in the Amount of EUR 190,000 for Chairman, EUR 135,000 for Deputy Chairman and EUR 100,000 for Other Directors; Approve Compensation for Committee
Work
10
Mgmt For For Fix Number of Directors at Ten 11
Mgmt For For Reelect Berndt Brunow, Henrik Ehrnrooth, Piia-Noora Kauppi, Wendy Lane, Jussi Pesonen, Ari Puheloinen, Veli-Matti Reinikkala, Suzanne Thoma, Kim Wahl and Bjorn Wahlroos as
Directors.
12
Voter Rationale: <p>The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.</p>
Mgmt For For Approve Remuneration of Auditors 13
Voter Rationale: <p>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.</p>
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 14
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Share Repurchase Program 15
Mgmt For For Approve that the Rights Attached to 183,116 Shares Entered in the Company's Joint Book-Entry Account be Forfeited
16
Mgmt For For Authorize Charitable Donations 17
Mgmt Close Meeting 18
Valeo
Meeting Date: 05/23/2017 Country: France
Meeting Type: Annual/Special Ticker: FR
Primary ISIN: FR0013176526 Primary SEDOL: BDC5ST8
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
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Valeo Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.25 per Share
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions
4
Mgmt For For Reelect C. Maury Devine as Director 5
Mgmt Against For Reelect Mari-Noelle Jego-Laveissiere as Director 6
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Veronique Weill as Director 7
Mgmt For For Non-Binding Vote on Compensation of Pascal Colombani, Chairman of the Board
8
Mgmt Against For Non-Binding Vote on Compensation of Jacques Aschenbroich Chairman and CEO
9
Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve remuneration Policy of Chairman and CEO
10
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
11
Mgmt Extraordinary Business
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 70 Million
12
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 23 Million
13
Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for up to 9.62 Percent of Issued Capital Per Year for Private Placements up to Aggregate Nominal Amount of EUR 23 Million
14
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
15
Mgmt For For Authorize Capitalization of Reserves of Up to EUR 30 Million for Bonus Issue or Increase in Par Value
16
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Valeo Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Capital Increase of up to 9.62 Percent
of Issued Capital for Contributions in Kind
17
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans
18
Mgmt For For Authorize Decrease in Share Capital via
Cancellation of Repurchased Shares
19
Mgmt For For Amend Article 13, 14 of Bylaws Re: Employee
Representatives
20
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
21
Valero Energy Corporation
Meeting Date: 05/03/2017 Country: USA
Meeting Type: Annual Ticker: VLO
Primary ISIN: US91913Y1001 Primary SEDOL: 2041364
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director H. Paulett Eberhart Mgmt For For
Mgmt For For Elect Director Joseph W. Gorder 1b
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 for preserving accountability. Furthermore, 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 Kimberly S. Greene 1c
Mgmt For For Elect Director Deborah P. Majoras 1d
Mgmt For For Elect Director Donald L. Nickles 1e
Mgmt For For Elect Director Philip J. Pfeiffer 1f
Mgmt For For Elect Director Robert A. Profusek 1g
Mgmt Against For Elect Director Susan Kaufman Purcell 1h
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Stephen M. Waters 1i
Mgmt For For Elect Director Randall J. Weisenburger 1j
Mgmt For For Elect Director Rayford Wilkins, Jr. 1k
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Valero Energy Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Additionally, 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.Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. 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 One Year One Year Advisory Vote on Say on Pay Frequency 4
Valmet Corp
Meeting Date: 03/23/2017 Country: Finland
Meeting Type: Annual Ticker: VALMT
Primary ISIN: FI4000074984 Primary SEDOL: BH6XZT5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt Call the Meeting to Order 2
Mgmt For For Designate Inspector or Shareholder
Representative(s) of Minutes of Meeting
3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory
Reports
6
Mgmt For For Accept Financial Statements and Statutory
Reports
7
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.42 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Approve Remuneration of Directors in the Amount of EUR 100,000 for Chairman, EUR 60,000 for Vice Chairman and EUR 48,000 for Other Directors; Approve Meeting Fees; Approve Remuneration for Committee Work
10
Mgmt For For Fix Number of Directors at Seven 11
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Valmet Corp Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Reelect Bo Risberg (Chairman), Lone Fonss Schroder, Rogerio Ziviani, Aaro Cantell, Jouko Karvinen (Vice Chair) and Tarja Tyni as Directors, Elect Eriikka Soderstrom as New
Director
12
Voter Rationale: <p>The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.</p>
Mgmt For For Approve Remuneration of Auditors 13
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 14
Mgmt For For Authorize Share Repurchase Program 15
Mgmt Against For Approve Issuance of up to 25 Million Shares without Preemptive Rights
16
Voter Rationale: <p>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.</p>
Mgmt Close Meeting 17
Van Lanschot NV
Meeting Date: 01/30/2017 Country: Netherlands
Meeting Type: Special Ticker: LANS
Primary ISIN: NL0000302636 Primary SEDOL: 5716302
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Special Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Announce Vacancies on the Board and
Opportunity to Make Recommendations
2a
Mgmt For For Elect Lex van Overmeire to Supervisory Board 2b
Mgmt Close Meeting 3
Van Lanschot NV
Meeting Date: 05/18/2017 Country: Netherlands
Meeting Type: Annual Ticker: LANS
Primary ISIN: NL0000302636 Primary SEDOL: 5716302
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Van Lanschot NV
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Supervisory Board
(Non-Voting)
2a
Mgmt Receive Report of Management Board
(Non-Voting)
2b
Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members
3a
Mgmt For For Adopt Financial Statements 3b
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy
3c
Mgmt For For Approve Dividends of EUR 1.20 Per Class A
Ordinary Share
3d
Mgmt For For Approve Discharge of Management Board 4a
Mgmt For For Approve Discharge of Supervisory Board 4b
Mgmt For For Amend Articles Re: Legislative Updates and
Change of Name
5
Mgmt Announce Intention of the Supervisory Board to
Reappoint Karl Guha to the Management Board
6
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 7
Mgmt Announce Vacancies on the Board 8.a
Mgmt For For Reelect Jeanine Helthuis to Supervisory Board 8b
Mgmt For For Elect Manfred Schepers to Supervisory Board 8c
Mgmt Announce Vacancies on the Board and
Opportunity to Make Recommendations
8d
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
9
Mgmt Against For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger
10a
Voter Rationale: <p>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.</p>
Mgmt Against For Authorize Board to Exclude Preemptive Rights
from Share Issuances
10b
Voter Rationale: <p>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.</p>
Mgmt Any Other Business and Close Meeting 11
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Van LanschotKempen NV
Meeting Date: 10/11/2017 Country: Netherlands
Meeting Type: Special Ticker: VLK
Primary ISIN: NL0000302636 Primary SEDOL: 5716302
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Special Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Discuss Capital Repayment Proposal 2
Mgmt For For Increase Par Value to EUR 2 Per Share 3a
Mgmt For For Approve Reduction in Share Capital with Repayment to Shareholders
3b
Mgmt Close Meeting 4
Varian Medical Systems, Inc.
Meeting Date: 02/09/2017 Country: USA
Meeting Type: Annual Ticker: VAR
Primary ISIN: US92220P1057 Primary SEDOL: 2927516
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Susan L. Bostrom Mgmt For Withhold
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Judy Bruner 1.2
Mgmt For For Elect Director Regina E. Dugan 1.3
Mgmt Withhold For Elect Director R. Andrew Eckert 1.4
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Mark R. Laret 1.5
Mgmt For For Elect Director Erich R. Reinhardt 1.6
Mgmt For For Elect Director Dow R. Wilson 1.7
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Varian Medical Systems, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: <p>Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt Against For Amend Omnibus Stock Plan 4
Voter Rationale: <p>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.</p>
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 5
Voter Rationale: <p>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.</p>
VAT Group AG
Meeting Date: 05/17/2017 Country: Switzerland
Meeting Type: Annual Ticker: VACN
Primary ISIN: CH0311864901 Primary SEDOL: BYZWMR9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Approve Treatment of Net Loss 2.1
Mgmt For For Approve Dividends of CHF 4.00 per Share from
Capital Contribution Reserves
2.2
Mgmt For For Approve Discharge of Board and Senior
Management
3
Mgmt For For Elect Martin Komischke as Director and Board
Chairman
4.1.1
Mgmt For For Reelect Alfred Gantner as Director 4.1.2
Mgmt For For Reelect Ulrich Eckhardt as Director 4.1.3
Mgmt For For Reelect Urs Leinhaeuser as Director 4.1.4
Mgmt For For Reelect Karl Schlegel as Director 4.1.5
Mgmt For For Elect Hermann Gerlinger as Director 4.1.6
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VAT Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Appoint Martin Komischke as Member of the
Compensation Committee
4.2.1
Mgmt Against For Appoint Ulrich Eckhardt as Member of the
Compensation Committee
4.2.2
Voter Rationale: Votes AGAINST the non-independent nominees Ulrich Eckhardt and Karl Schlegel are warranted because less than 50 percent of the compensation committee members would be independent following their elections.
Mgmt Against For Appoint Karl Schlegel as Member of the Compensation Committee
4.2.3
Voter Rationale: Votes AGAINST the non-independent nominees Ulrich Eckhardt and Karl Schlegel are warranted because less than 50 percent of the compensation committee members would be independent following their elections.
Mgmt For For Designate Roger Foehn as Independent Proxy 5
Mgmt Against For Ratify KPMG AG as Auditors 6
Voter Rationale: A vote AGAINST the ratification of the auditor is warranted because non-audit fees exceeded audit and audit-related fees in the fiscal year under review.
Mgmt For For Amend Articles Re: Variable Compensation 7
Mgmt For For Approve Remuneration Report (Non-Binding) 8.1
Mgmt For For Approve Remuneration of Board of Directors in the Amount of CHF 170,000 from Jan. 1, 2017 until the 2017 AGM
8.2.1
Mgmt For For Approve Remuneration of Board of Directors in the Amount of CHF 900,000 for the Period from the 2017 AGM until the 2018 AGM
8.2.2
Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 1.55 Million for Fiscal 2017
8.3.1
Mgmt For For Approve Maximum Fixed Remuneration of Executive Committee in the Amount of CHF 1.55 Million for Fiscal 2018
8.3.2
Mgmt For For Approve Short-Term Variable Remuneration of Executive Committee in the Amount of CHF 925,042 for Fiscal 2016
8.4
Mgmt For For Approve Maximum Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 900,000 for Fiscal 2017
8.5.1
Mgmt For For Approve Maximum Long-Term Variable Remuneration of Executive Committee in the Amount of CHF 1.10 Million for Fiscal 2018
8.5.2
Mgmt Against For Transact Other Business (Voting) 9
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
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Vedanta Resources plc
Meeting Date: 08/14/2017 Country: United Kingdom
Meeting Type: Annual Ticker: VED
Primary ISIN: GB0033277061 Primary SEDOL: 3327706
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Policy 2
Mgmt For For Approve Remuneration Report 3
Mgmt For For Approve Final Dividend 4
Mgmt For For Elect Edward Story as Director 5
Mgmt For For Re-elect Anil Agarwal as Director 6
Mgmt For For Re-elect Navin Agarwal as Director 7
Mgmt For For Re-elect Tom Albanese as Director 8
Mgmt For For Re-elect Ekaterina Zotova as Director 9
Mgmt Against For Re-elect Deepak Parekh as Director 10
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Re-elect Geoffrey Green as Director 11
Mgmt For For Re-elect Ravi Rajagopal as Director 12
Mgmt For For Reappoint Ernst & Young LLP as Auditors 13
Mgmt For For Authorise Board to Fix Remuneration of Auditors 14
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
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 Market Purchase of Ordinary Shares 18
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
19
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Ventas, Inc.
Meeting Date: 05/18/2017 Country: USA
Meeting Type: Annual Ticker: VTR
Primary ISIN: US92276F1003 Primary SEDOL: 2927925
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Melody C. Barnes Mgmt For For
Mgmt For For Elect Director Debra A. Cafaro 1b
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Director Jay M. Gellert 1c
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Richard I. Gilchrist 1d
Mgmt For For Elect Director Matthew J. Lustig 1e
Mgmt For For Elect Director Roxanne M. Martino 1f
Mgmt For For Elect Director Walter C. Rakowich 1g
Mgmt For For Elect Director Robert D. Reed 1h
Mgmt For For Elect Director Glenn J. Rufrano 1i
Mgmt For For Elect Director James D. Shelton 1j
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: <p>Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. 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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Veolia Environnement
Meeting Date: 04/20/2017 Country: France
Meeting Type: Annual/Special Ticker: VIE
Primary ISIN: FR0000124141 Primary SEDOL: 4031879
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Veolia Environnement
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
2
Mgmt For For Approve Non-Deductible Expenses 3
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.80 per Share
4
Mgmt For For Approve Auditors' Special Report on
Related-Party Transactions
5
Mgmt For For Reelect Caisse des Depots et Consignations as
Director
6
Mgmt For For Reelect Marion Guillou as Director 7
Mgmt For For Reelect Paolo Scaroni as Director 8
Mgmt For For Renew Appointment of Ernst & Young et Autres
as Auditor
9
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Remuneration Policy for Chairman and
CEO
10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time.
Mgmt Against For Non-Binding Vote on Compensation of Antoine Frerot, Chairman and CEO
11
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Furthermore, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
12
Mgmt For For Change Location of Registered Office to 21 rue de La Boetie, 75008 Paris and Amend Article 4
of Bylaws Accordingly
13
Mgmt Extraordinary Business
Mgmt For For Amend Article 12 of Bylaws Re: Age Limit For Chairman
14
Mgmt For For Authorize Filing of Required Documents/Other Formalities
15
Page 1,308 of 1,384
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Veolia Environnement
Meeting Date: 05/16/2017 Country: France
Meeting Type: Bondholder Ticker: VIE
Primary ISIN: FR0000124141 Primary SEDOL: 4031879
Did Not Vote Due to Ballot Shareblocking
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for Holders of Bonds of VEOLIA
ENVIRONNEMENT with ISIN: FR0012663169
Mgmt
Mgmt Do Not Vote For Elect Bondholder Representative and Alternate Bondholder Representative
1
Mgmt Do Not Vote For Authorize Filing of Required Documents/Other Formalities
2
VEON Ltd.
Meeting Date: 07/24/2017 Country: Bermuda
Meeting Type: Annual Ticker: VEON
Primary ISIN: US91822M1062 Primary SEDOL: BD4H632
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Meeting for ADR Holders Mgmt
Mgmt For For Ratify PriceWaterhouseCoopers Accountants NV as Auditor and Authorize Board to Fix Auditor's
Remuneration
1
Mgmt For For Approve Increase in Size of Board to Eleven 2
Mgmt If Item 2 is NOT Passed; Elect 9 Directors by Cumulative Voting
Mgmt Against None Elect Mikhail Fridman as Director 3.1
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Alexey Reznikovich as Director 3.2
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Page 1,309 of 1,384
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VEON Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Elect Andrey Gusev as Director 3.3
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Julian Horn-Smith as Director 3.4
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Gennady Gazin as Director 3.5
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Nils Katla as Director 3.6
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Gunnar Holt as Director 3.7
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt For None Elect Jorn Jensen as Director 3.8
Mgmt Against None Elect Stan Chudnovsky as Director 3.9
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Ursula Burns as Director 3.10
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Guy Laurence as Director 3.11
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt If Item 2 is Passed; Elect 11 Directors by Cumulative Voting
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VEON Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Elect Mikhail Fridman as Director 4.1
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Alexey Reznikovich as Director 4.2
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Andrey Gusev as Director 4.3
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Julian Horn-Smith as Director 4.4
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Gennady Gazin as Director 4.5
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Nils Katla as Director 4.6
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Gunnar Holt as Director 4.7
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt For None Elect Jorn Jensen as Director 4.8
Mgmt Against None Elect Stan Chudnovsky as Director 4.9
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Mgmt Against None Elect Ursula Burns as Director 4.10
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
Page 1,311 of 1,384
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VEON Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against None Elect Guy Laurence as Director 4.11
Voter Rationale: <p>Given the cumulative voting process, we cast our votes in support of the independent non-executive directors. In controlled companies, the board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity. We expect all our investee companies to comply with the Russian Code of Corporate Governance (2014) or clearly explain the rationale behind non-compliance.</p>
VEREIT, Inc.
Meeting Date: 05/03/2017 Country: USA
Meeting Type: Annual Ticker: VER
Primary ISIN: US92339V1008 Primary SEDOL: BYVVTJ1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Glenn J. Rufrano Mgmt For For
Mgmt For For Elect Director Hugh R. Frater 1b
Mgmt For For Elect Director David B. Henry 1c
Mgmt For For Elect Director Mary Hogan Preusse 1d
Mgmt For For Elect Director Richard J. Lieb 1e
Mgmt For For Elect Director Mark S. Ordan 1f
Mgmt For For Elect Director Eugene A. Pinover 1g
Mgmt For For Elect Director Julie G. Richardson 1h
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: <p>Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. 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 suffciently long period of time. Additionally, the remuneration committee should not allow vesting of incentive awards for below median performance.</p>
Veresen Inc.
Meeting Date: 07/11/2017 Country: Canada
Meeting Type: Special Ticker: VSN
Primary ISIN: CA92340R1064 Primary SEDOL: B3MBSJ6
Page 1,312 of 1,384
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Veresen Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for Common Shareholders Mgmt
Mgmt For For Approve Acquisition by Pembina Pipeline
Corporation
1
Verizon Communications Inc.
Meeting Date: 05/04/2017 Country: USA
Meeting Type: Annual Ticker: VZ
Primary ISIN: US92343V1044 Primary SEDOL: 2090571
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Shellye L. Archambeau Mgmt For For
Mgmt For For Elect Director Mark T. Bertolini 1.2
Mgmt Against For Elect Director Richard L. Carrion 1.3
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence.
Mgmt For For Elect Director Melanie L. Healey 1.4
Mgmt For For Elect Director M. Frances Keeth 1.5
Mgmt For For Elect Director Karl-Ludwig Kley 1.6
Mgmt For For Elect Director Lowell C. McAdam 1.7
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 for preserving accountability.
Mgmt For For Elect Director Clarence Otis, Jr. 1.8
Mgmt For For Elect Director Rodney E. Slater 1.9
Mgmt For For Elect Director Kathryn A. Tesija 1.10
Mgmt For For Elect Director Gregory D. Wasson 1.11
Mgmt For For Elect Director Gregory G. Weaver 1.12
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. 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 1,313 of 1,384
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Verizon Communications Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt For For Approve Omnibus Stock Plan 5
Voter Rationale: 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.
SH Abstain Against Establish Board Committee on Human Rights 6
Voter Rationale: The board already has a committee to review corporate responsibility performance and risks. Best practice suggests that the board clearly define this committee's role in reviewing sustainability policies, evaluating management implementation and report publicly on its work.
SH Against Against Report on Feasibility of Adopting GHG Emissions Targets
7
Voter Rationale: The company's policies and practices substantially address the concerns raised in this proposal.
SH For Against Amend Bylaws - Call Special Meetings 8
Voter Rationale: Holders of significant share capital should be entitled to call a special meeting.
SH For Against Amend Clawback Policy 9
Voter Rationale: Substantial restatements should trigger a reassessment and reclamation of performance-based compensation where this has been calculated on inaccurate figures. Also, the board should have the ability to "claw back" from executives that benefited from improper accounting, even if they were not directly responsible due to fraudulent activity or willful misconduct. The board should introduce options to recoup following major regulatory and other significant failings by senior management.
SH For Against Stock Retention/Holding Period 10
Voter Rationale: Companies should introduce substantial, long-term holding requirements for senior executives. The idea of extending some portion past retirement, resignation or termination has merit. While the specific threshold recommended by the proponents may not be ideal, the board should take a more robust approach to stock retention of long-term equity awards. This would also facilitate recouping awards in the event of fraud, a serious deterioration of the business due to inappropriate management of risk, a major restatement or other serious management failures.
SH Against Against Limit Matching Contributions to Executive
Retirement Plans
11
Voter Rationale: The proposal is too restrictive. Compensation committee discretion is important as is a compensation strategy that incentivize performance and drives long-term sustainability and shareholder value.
Vestas Wind System A/S
Meeting Date: 04/06/2017 Country: Denmark
Meeting Type: Annual Ticker: VWS
Primary ISIN: DK0010268606 Primary SEDOL: 5964651
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Report of Board Mgmt
Page 1,314 of 1,384
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Vestas Wind System A/S Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Accept Financial Statements and Statutory
Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
DKK 9.71 Per Share
3
Mgmt For For Reelect Bert Nordberg as Director 4a
Mgmt For For Reelect Carsten Bjerg as Director 4b
Mgmt For For Reelect Eija Pitkanenas Director 4c
Mgmt For For Reelect Henrik Andersen as Director 4d
Mgmt For For Reelect Henry Stenson as Director 4e
Mgmt For For Reelect Lars Josefsson as Director 4f
Mgmt For For Reelect Lykke Friis as Director 4g
Mgmt For For Reelect Torben Sorensen as Director 4h
Mgmt For For Approve Remuneration of Directors for 2016 5a
Mgmt For For Approve Remuneration of Directors for 2017 5b
Mgmt For For Ratify PricewaterhouseCoopers as Auditors 6
Mgmt For For Approve DKK 6 Million Reduction in Share
Capital via Share Cancellation
7a
Mgmt For For Authorize Share Repurchase Program 7b
Mgmt For For Amend Articles Re: Admission Cards for General
Meetings
7c
Mgmt For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with Danish Authorities
8
Vesuvius plc
Meeting Date: 05/10/2017 Country: United Kingdom
Meeting Type: Annual Ticker: VSVS
Primary ISIN: GB00B82YXW83 Primary SEDOL: B82YXW8
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Page 1,315 of 1,384
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Vesuvius plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Remuneration Policy 3
Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period. In this case, we consider the increase to incentive award to be acceptable, although this will be reviewed going forward.
Mgmt For For Approve Remuneration Report 4
Mgmt For For Re-elect Christer Gardell as Director 5
Mgmt For For Re-elect Hock Goh as Director 6
Mgmt For For Re-elect Jane Hinkley as Director 7
Mgmt For For Re-elect Douglas Hurt as Director 8
Mgmt For For Elect Holly Koeppel as Director 9
Mgmt For For Re-elect John McDonough as Director 10
Mgmt For For Re-elect Francois Wanecq as Director 11
Mgmt For For Re-elect Guy Young as Director 12
Mgmt For For Appoint PricewaterhouseCoopers LLP as Auditors
13
Mgmt For For Authorise Board to Fix Remuneration of Auditors 14
Mgmt For For Authorise EU Political Donations and Expenditure
15
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
16
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
18
Mgmt For For Authorise Market Purchase of Ordinary Shares 19
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
20
VimpelCom Ltd.
Meeting Date: 03/30/2017 Country: Bermuda
Meeting Type: Special Ticker: VIP
Primary ISIN: US92719A1060 Primary SEDOL: B62HR76
Page 1,316 of 1,384
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VimpelCom Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for ADR Holders Mgmt
Mgmt For For Change Company Name to VEON Ltd. 1
Mgmt Against For Amend Bylaws 2
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Vinci
Meeting Date: 04/20/2017 Country: France
Meeting Type: Annual/Special Ticker: DG
Primary ISIN: FR0000125486 Primary SEDOL: B1XH026
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Consolidated Financial Statements and
Statutory Reports
1
Mgmt For For Approve Financial Statements and Statutory
Reports
2
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.10 per Share
3
Mgmt For For Reelect Yannick Assouad as Director 4
Mgmt For For Reelect Graziella Gavezotti as Director 5
Mgmt For For Reelect Michael Pragnell as Director 6
Mgmt For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 1.4 Million
7
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
8
Mgmt Against For Approve Remuneration Policy for 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. Furthermore, companies should pro-rate LTIP grants post employment termination for both time and performance.
Page 1,317 of 1,384
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Vinci Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Non-Binding Vote on Compensation of Xavier
Huillard, Chairman and CEO
10
Voter Rationale: Companies should explain any increases in performance share grants. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. We were also concerned over the ability of LTIP awards for vest post employment termination without being pro-rated for both time and performance.
Mgmt Against For Non-Binding Vote on Compensation of Pierre Coppey, Vice CEO, from Jan. 1st until June 20,
2016
11
Voter Rationale: Companies should explain any increases in performance share grants. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. We were also concerned over the ability of LTIP awards for vest post employment termination without being pro-rated for both time and performance.
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
12
Mgmt For For Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value
13
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 300 Million
14
Mgmt For For Authorize Issuance of Convertible Bonds without Preemptive Rights, up to an Aggregate Nominal
Amount EUR 150 Million
15
Mgmt For For Approve Issuance of Convertible Bonds without Preemptive Rights Other than Oceane, up to an
Aggregate Nominal Amount EUR 150 Million
16
Mgmt For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation
Submitted to Shareholder Vote Above
17
Mgmt For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Contributions in Kind
18
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
19
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of
International Subsidiaries
20
Mgmt For For Authorize Filing of Required Documents/Other Formalities
21
Page 1,318 of 1,384
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Virbac
Meeting Date: 06/23/2017 Country: France
Meeting Type: Annual/Special Ticker: VIRP
Primary ISIN: FR0000031577 Primary SEDOL: 7399369
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Discharge Management Board Members
1
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Absence of Dividends
3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the
Absence of New Transactions
4
Mgmt For For Reelect Jeanine Dick as Supervisory Board Member
5
Mgmt Against For Reelect Olivier Bohuon as Supervisory Board Member
6
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 Renew Appointment of XYC as Censor 7
Voter Rationale: Non-voting directors, or censors, can have considerable influence on the board whereas they bear no legal liability toward shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.
Mgmt For For Non-Binding Vote on Compensation of Marie-Helene Dick, Chairman of the Supervisory Board
8
Mgmt Against For Non-Binding Vote on Compensation of Eric
Maree, Chairman of Management Board
9
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Moreover, the terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval. Finally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Page 1,319 of 1,384
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Virbac Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Non-Binding Vote on Compensation of
Management Board Members
10
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. Moreover, the terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval. Finally, the company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt For For Approve Remuneration Policy of Supervisory Board Members
11
Mgmt Against For Approve Remuneration Policy of Management Board Members
12
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual and long-term variable incentives, any exceptional components and termination arrangements. Furthermore, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. In addition, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Approve Remuneration of Supervisory Board Members in the Aggregate Amount of EUR
141,000
13
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
14
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
15
Mgmt For For Amend Article 16 of Bylaws Re: Age Limit of Management Board Members
16
Mgmt For For Authorize Filing of Required Documents/Other Formalities
17
Virgin Money Holdings (UK) plc
Meeting Date: 05/03/2017 Country: United Kingdom
Meeting Type: Annual Ticker: VM.
Primary ISIN: GB00BQ8P0644 Primary SEDOL: BQ8P064
Page 1,320 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Virgin Money Holdings (UK) plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Re-elect Glen Moreno as Director 3
Mgmt For For Re-elect Jayne-Anne Gadhia as Director 4
Mgmt For For Re-elect Norman McLuskie as Director 5
Mgmt For For Re-elect Colin Keogh as Director 6
Mgmt For For Re-elect Geeta Gopalan as Director 7
Mgmt For For Elect Eva Eisenschimmel as Director 8
Mgmt For For Elect Darren Pope as Director 9
Mgmt For For Re-elect Gordon McCallum as Director 10
Mgmt For For Re-elect Patrick McCall as Director 11
Mgmt For For Approve Remuneration Report 12
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors
13
Mgmt For For Authorise the Audit Committee to Fix
Remuneration of Auditors
14
Mgmt For For Approve EU Political Donations and Expenditure 15
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
16
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
17
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
18
Mgmt For For Authorise Market Purchase of Ordinary Shares 19
Mgmt For For Authorise Issue of Equity in Relation to Equity
Convertible Additional Tier 1 Securities
20
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Relation to Equity Convertible Additional Tier 1 Securities
21
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
22
Page 1,321 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Visa Inc.
Meeting Date: 01/31/2017 Country: USA
Meeting Type: Annual Ticker: V
Primary ISIN: US92826C8394 Primary SEDOL: B2PZN04
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Lloyd A. Carney Mgmt For For
Mgmt For For Elect Director Mary B. Cranston 1b
Mgmt For For Elect Director Francisco Javier Fernandez-Carbajal
1c
Mgmt For For Elect Director Gary A. Hoffman 1d
Mgmt For For Elect Director Alfred F. Kelly, Jr. 1e
Mgmt For For Elect Director Robert W. Matschullat 1f
Mgmt For For Elect Director Suzanne Nora Johnson 1g
Mgmt For For Elect Director John A.C. Swainson 1h
Mgmt For For Elect Director Maynard G. Webb, Jr. 1i
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. In addition, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Lastly, 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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify KPMG LLP as Auditors 4
Vitrolife AB
Meeting Date: 04/27/2017 Country: Sweden
Meeting Type: Annual Ticker: VITR
Primary ISIN: SE0000816043 Primary SEDOL: 7150180
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Page 1,322 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Vitrolife AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory
Reports
8a
Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management
8b
Mgmt For For Accept Financial Statements and Statutory
Reports
9a
Mgmt For For Approve Allocation of Income and Dividends of
SEK 2.60 Per Share
9b
Mgmt For For Approve Discharge of Board and President 9c
Mgmt Receive Nomination Committee's Report 10
Mgmt For For Determine Number of Members (6) and Deputy
Members (0) of Board
11
Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of SEK 1.6 Million; Approve Remuneration of Auditors
12
Mgmt For For Reelect Carsten Browall (Chair), Barbro Fridén, Tord Lendau, Pia Marions, Fredrik Mattsson, and Jon Sigurdsson as Directors; Ratify Deloitte as Auditor
13
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Authorize Representatives of Three of Company's Largest Shareholders to Serve on
Nominating Committee
14
Mgmt For For Approve Issuance 2.17 Million New Shares without Preemptive Rights
15
Mgmt For For Authorize Share Repurchase Program 16
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt Close Meeting 18
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Vivendi
Meeting Date: 04/25/2017 Country: France
Meeting Type: Annual/Special Ticker: VIV
Primary ISIN: FR0000127771 Primary SEDOL: 4834777
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt Against For Approve Auditors' Special Report on Related-Party Transactions Regarding Ongoing
Transactions
3
Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.40 per Share
4
Mgmt For For Non-Binding Vote on Compensation of Vincent
Bollore, Chairman of the Supervisory Board
5
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it.
Mgmt Against For Non-Binding Vote on Compensation of Arnaud de Puyfontaine, Chairman of the Management
Board
6
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.
Mgmt Against For Non-Binding Vote on Compensation of Frederic Crepin, Management Board Member
7
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt Against For Non-Binding Vote on Compensation of Simon Gillham, Management Board Member
8
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
Mgmt Against For Non-Binding Vote on Compensation of Herve Philippe, Management Board Member
9
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore,any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.
Page 1,324 of 1,384
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Vivendi Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Non-Binding Vote on Compensation of Stephane
Roussel, Management Board Member
10
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. Furthermore, any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations.
Mgmt For For Approve Remuneration Policy for Supervisory Board Members and Chairman
11
Mgmt Against For Approve Remuneration Policy for Chairman of the Management Board
12
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. 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 Remuneration Policy for Management Board Members
13
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. 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 Ratify Appointment of Yannick Bollore as Supervisory Board Member
14
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the 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. Lastly, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Vincent Bollore as Supervisory Board
Member
15
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. Furthermore, the board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt Against For Elect Veronique Driot-Argentin as Supervisory
Board Member
16
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Sandrine Le Bihan as Representative of Employee Shareholders to the Supervisory Board
17
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Deloitte et Associes as Auditor 18
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 1,325 of 1,384
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Vivendi Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Authorize Repurchase of Up to 10 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 Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 750 Million
21
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize Capitalization of Reserves of Up to EUR 375 Million for Bonus Issue or Increase in
Par Value
22
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
23
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries
24
Mgmt For For Authorize Filing of Required Documents/Other Formalities
25
VMware, Inc.
Meeting Date: 06/08/2017 Country: USA
Meeting Type: Annual Ticker: VMW
Primary ISIN: US9285634021 Primary SEDOL: B23SN61
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Director Anthony Bates Mgmt For Against
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote. 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 1,326 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
VMware, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt Against For Amend Omnibus Stock Plan 4
Voter Rationale: Incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated. Furthermore, 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. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Finally, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Amend Qualified Employee Stock Purchase Plan 5
Mgmt For For Amend Certificate of Incorporation 6
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 7
Vocento S.A
Meeting Date: 04/20/2017 Country: Spain
Meeting Type: Annual Ticker: VOC
Primary ISIN: ES0114820113 Primary SEDOL: B03PTZ9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Consolidated and Standalone Financial
Statements and Treatment of Net Loss Mgmt For For
Mgmt For For Approve Discharge of Board 2
Mgmt Against For Ratify Appointment of and Elect Enrique de
Ybarra Ybarra as Director
3
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 20 Percent
4
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 1,327 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Vocento S.A Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities up to EUR 150 Million
5
Mgmt Against For Advisory Vote on Remuneration Report 6
Voter Rationale: Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions
7
Vodafone Group Plc
Meeting Date: 07/28/2017 Country: United Kingdom
Meeting Type: Annual Ticker: VOD
Primary ISIN: GB00BH4HKS39 Primary SEDOL: BH4HKS3
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Re-elect Gerard Kleisterlee as Director 2
Voter Rationale: Chairman are not expected to hold more than one other chairmanship or serve as an executive at another company. No more than three additional NED positions should be held by a serving chairman.
Mgmt For For Re-elect Vittorio Colao as Director 3
Mgmt For For Re-elect Nick Read as Director 4
Mgmt For For Re-elect Sir Crispin Davis as Director 5
Mgmt Against For Re-elect Dr Mathias Dopfner as Director 6
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Re-elect Dame Clara Furse as Director 7
Mgmt For For Re-elect Valerie Gooding as Director 8
Mgmt For For Re-elect Renee James as Director 9
Mgmt For For Re-elect Samuel Jonah as Director 10
Mgmt For For Elect Maria Amparo Moraleda Martinez as
Director
11
Mgmt For For Re-elect David Nish as Director 12
Mgmt For For Approve Final Dividend 13
Page 1,328 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Vodafone Group Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Remuneration Policy 14
Voter Rationale: We have identified concerns regarding the Company's decision to remove the requirement for LTIP participants to invest their own money into shares in order to achieve the maximum grant available. Although this would lead to a simplification of how the plan operates, we would have expected this adjustment to have been accompanied with a substantial reduction in quantum, reflecting that the maximum award is granted each year irrespective of personal investment.
Mgmt For For Approve Remuneration Report 15
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors
16
Mgmt For For Authorise the Audit and Risk Committee to Fix Remuneration of Auditors
17
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
18
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
19
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
20
Mgmt For For Authorise Market Purchase of Ordinary Shares 21
Mgmt For For Authorise EU Political Donations and Expenditure
22
Mgmt For For Authorise the Company to Call General Meeting with Two Weeks' Notice
23
Voestalpine AG
Meeting Date: 07/05/2017 Country: Austria
Meeting Type: Annual Ticker: VOE
Primary ISIN: AT0000937503 Primary SEDOL: 4943402
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends 2
Mgmt For For Approve Discharge of Management Board 3
Mgmt For For Approve Discharge of Supervisory Board 4
Page 1,329 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Voestalpine AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify Auditors 5
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased
Shares
6
Volkswagen AG (VW)
Meeting Date: 05/10/2017 Country: Germany
Meeting Type: Annual Ticker: VOW3
Primary ISIN: DE0007664039 Primary SEDOL: 5497168
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 2.00 per Ordinary Share and EUR 2.06 per Preferred Share
2
Mgmt Against For Approve Discharge of Management Board
Member M. Mueller for Fiscal 2016
3.1
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Management Board
Member K. Blessing for Fiscal 2016
3.2
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Management Board
Member H. Diess for Fiscal 2016
3.3
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Management Board Member F.J. Garcia Sanz for Fiscal 2016
3.4
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.p>
Page 1,330 of 1,384
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Volkswagen AG (VW) Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Discharge of Management Board
Member J. Heizmann for Fiscal 2016
3.5
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Management Board Member C. Hohmann-Dennhardt for Fiscal 2016
3.6
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Management Board Member A. Renschler for Fiscal 2016
3.7
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Management Board Member R. Stadler for Fiscal 2016
3.8
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Management Board
Member F. Witter for Fiscal 2016
3.9
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board
Member H.D. Poetsch for Fiscal 2016
4.1
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board
Member J. Hofmann for Fiscal 2016
4.2
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member H.A. Al-Abdulla for Fiscal 2016
4.3
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Page 1,331 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Volkswagen AG (VW) Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Discharge of Supervisory Board
Member A. Al Baker for Fiscal 2016
4.4
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member H. S. Al-Jaber for Fiscal 2016
4.5
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member B. Dietze for Fiscal 2016
4.6
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member A. Falkengren for Fiscal 2016
4.7
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board
Member H.-P. Fischer for Fiscal 2016
4.8
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board
Member U. Fritsch for Fiscal 2016
4.9
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board
Member B. Froehlich for Fiscal 2016
4.10
Voter Rationale: <p>Votes AGAINST the discharge of all management and supervisory board members are warranted:- As a precautionary measure considering the ongoing legal and civil actions;- Because of the ongoing concerns about the company's governance and internal controls;- Because of the company's poor response to the crisis; and- Because of the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.</p>
Mgmt Against For Approve Discharge of Supervisory Board Member U. Hueck for Fiscal 2016
4.11
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Page 1,332 of 1,384
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Volkswagen AG (VW) Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Discharge of Supervisory Board
Member J. Jaervklo for Fiscal 2016
4.12
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member L. Kiesling for Fiscal 2016
4.13
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member O. Lies for Fiscal 2016
4.14
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member P. Mosch for Fiscal 2016
4.15
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board
Member B. Osterloh for Fiscal 2016
4.16
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board
Member H.M. Piech for Fiscal 2016
4.17
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board
Member F.O. Porsche for Fiscal 2016
4.18
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member W. Porsche for Fiscal 2016
4.19
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Page 1,333 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Volkswagen AG (VW) Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Approve Discharge of Supervisory Board
Member S. Weil for Fiscal 2016
4.20
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member S. Wolf for Fiscal 2016
4.21
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Discharge of Supervisory Board Member T. Zwiebler for Fiscal 2016
4.22
Voter Rationale: We voted against the discharge of all management and supervisory board members as a precautionary measure in view of the ongoing legal and civil actions concerning failings in the company's governance and internal controls. We have been disappointed with the company's response to the crisis given the substantial monetary and reputational costs to the company that continue to be borne by shareholders as a result of the diesel emissions scandal.
Mgmt Against For Approve Remuneration System for Management Board Members
5
Voter Rationale: We have significant concerns over the unexplained large increases in the base salary as the company continues to deal with the fallout of the diesel scandal. We also question the grant of exceptional awards. All exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Finally, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.
Mgmt Against For Approve Remuneration of Supervisory Board 6
Voter Rationale: Given the concerns highlighted above, we do not find an increase in supervisory board fees to be appropriate at this stage.
Mgmt For For Approve Affiliation Agreement with Subsidiary
Volkswagen Beteiligungsverwaltung GmbH
7
Mgmt For For Ratify PricewaterhouseCoopers GmbH as
Auditors for Fiscal 2017
8.1
Mgmt For For Ratify PricewaterhouseCoopers GmbH as
Auditors for the First Half of Fiscal 2017
8.2
Mgmt For For Ratify PricewaterhouseCoopers as Auditors for
the First Quarter of Fiscal 2018
8.3
Volvo AB
Meeting Date: 04/04/2017 Country: Sweden
Meeting Type: Annual Ticker: VOLV B
Primary ISIN: SE0000115446 Primary SEDOL: B1QH830
Page 1,334 of 1,384
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Volvo AB
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive Board's Report 7
Mgmt Receive Financial Statements and Statutory
Reports; Receive President's Report
8
Mgmt For For Accept Financial Statements and Statutory
Reports
9
Mgmt For For Approve Allocation of Income and Dividends of
SEK 3.25 Per Share
10
Mgmt For For Approve Discharge of Board and President 11
Mgmt For For Determine Number of Members (11) and
Deputy Members (0) of Board
12
Mgmt Against For Approve Remuneration of Directors in the Amount of SEK 3.4 Million for Chairman and SEK 1.0 Million for Other Directors; Approve
Remuneration for Committee Work
13
Voter Rationale: We voted against as the proposed director fees can be considered excessive in relation to comparable domestic peers.
Mgmt For For Reelect Matti Alahuhta as Director 14a
Mgmt For For Reelect Eckhard Cordes as Director 14b
Mgmt For For Reelect James Griffith as Director 14c
Mgmt For For Reelect Martin Lundstedt as Director 14d
Mgmt Against For Reelect Kathryn Marinello as Director 14e
Mgmt For For Reelect Martina Merz as Director 14f
Mgmt For For Reelect Hanna de Mora as Director 14g
Mgmt For For Reelect Hakan Samuelsson as Director 14h
Mgmt For For Reelect Helena Stjernholm as Director 14i
Mgmt For For Reelect Carl-Henric Svenberg as Director 14j
Mgmt For For Reelect Lars Westerberg as Director 14k
Mgmt For For Reelect Carl-Henric Svanberg as Board
Chairman
15
Page 1,335 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Volvo AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Chairman of Board, Bengt Kjell, Lars Forberg, Yngve Slungstad and Par Boman to Serve on Election Committee
16
Mgmt For For Amend Instructions for Election Committee 17
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
18
Mgmt Shareholder Proposals Submitted by Henrik
Munck
SH Against None Instruct Board to Formulate a Company Policy for Paying Corporate Tax to Present to the AGM 2018
19a
SH Against None Instruct Board to Initiate an Independent
Review of the Company's Use of Private Jets
19b1
SH Against None Instruct Board to Formulate a Company Policy to Ban the Use of Private Jets Throughout the Company, to Present to the AGM 2018
19b2
SH Against None Instruct Board to Initiate an Independent
Review of Representation Hunts
19c
SH Against None Require Board to as From 2017 Include Results from Employee Survey in Annual and Sustainability Report
19d
SH Against None Instruct Board to Develop a Whistle Blower
Function
19e1
SH Against None Require Board to as From 2017 Include Potential Whistle Blowing Incidents in Annual and Sustainability Report
19e2
SH Against None Discontinue Variable Compensation Plans to
Senior Executives of Company
19f
SH Against None Instruct Board to Formulate a Company Policy to Support Political Engagement by Employees, to Present to the AGM 2018
19g1
SH Against None Require Board to, as from 2017, Include Number of Politically Engaged Employees in Annual and Sustainability Report
19g2
SH Against None Amend Articles Re: Company Purpose 19h
Vonovia SE
Meeting Date: 05/16/2017 Country: Germany
Meeting Type: Annual Ticker: VNA
Primary ISIN: DE000A1ML7J1 Primary SEDOL: BBJPFY1
Page 1,336 of 1,384
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Vonovia SE
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.12 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: The company should reduce director terms and implement either staggered election cycles or, ideally, annual re-elections, in order to facilitate a more dynamic board refreshment process.
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 and as as Auditors for the First Quarter of Fiscal 2018
5
Mgmt Against For Approve Creation of EUR 66.55 Million Pool of
Capital without Preemptive Rights
6
Voter Rationale: <p>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.</p>
Mgmt For For Change Location of Registered Office Headquarters
7
Mgmt For For Amend Articles Re: Article 17 "Change Majority Requirements at Annual General Meeting"
8
Vossloh AG
Meeting Date: 05/24/2017 Country: Germany
Meeting Type: Annual Ticker: VOS
Primary ISIN: DE0007667107 Primary SEDOL: 5092336
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Omission of
Dividends
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Page 1,337 of 1,384
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Vossloh AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: <p>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.</p>
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 5
Mgmt For For Elect Volker Kefer to the Supervisory Board 6
Mgmt Against For Approve Creation of EUR 22.7 Million Pool of Capital with Partial Exclusion of Preemptive
Rights
7
Voter Rationale: <p>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.</p>
Vostok New Ventures Ltd.
Meeting Date: 05/16/2017 Country: Bermuda
Meeting Type: Annual Ticker: VNV SDB
Primary ISIN: SE0007278965 Primary SEDOL: BYRY347
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Prepare and Approve List of Shareholders 2
Mgmt For For Approve Minutes of Previous Meeting 3
Mgmt For For Designate Inspector or Shareholder
Representative(s) of Minutes of Meeting
4
Mgmt For For Acknowledge Proper Convening of Meeting 5
Mgmt Receive Report by CEO 6
Mgmt Receive Financial Statements and Statutory
Reports (Non-Voting)
7
Mgmt For For Accept Financial Statements and Statutory
Reports (Voting)
8a
Voter Rationale: <p>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.</p>
Mgmt For For Approve Allocation of Income and Omission of
Dividends
8b
Mgmt For For Fix Number of Directors at Six; Fix Number of
Auditors
9
Page 1,338 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Vostok New Ventures Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Item 10 Contains Competing Proposals on the Remuneration of Directors. Despite the Lack of a Proxy Card, the Item Has Been Divided Into Three To Allow Shareholders to Vote Separately
on the Competing Proposals
Mgmt For For Approve Remuneration for Directors (Proposal Submittes by Nominating Committee Members Representing Luxor Capital Group and Ruane Cunniff and Goldfarb)
10a
Mgmt For For Approve Remuneration for Directors (Proposal Submitted by Nominating Committee Member Representing Swedbank Robur Funds)
10b
Mgmt Against For Approve Remuneration of Auditors 10c
Voter Rationale: <p>Fees paid to the auditor should be disclosed and specify any non-audit work undertaken by the auditor</p>
Mgmt For For Reelect Lars Gronstedt, Josh Blachman, Per Brilioth, Victoria Grace, Ylva Lindquist and Keith Richman as Directors; Ratify PricewaterhouseCoopers as Auditors
11
Voter Rationale: <p>The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.</p>
Mgmt For For Authorize Representatives of Three of Company's Largest Shareholders to Serve on
Nominating Committee
12
Mgmt Against For Approve Remuneration Report 13
Voter Rationale: <p>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.</p>
Mgmt Against For Approve 2017 LTIP 14
Voter Rationale: <p>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.</p>
Mgmt Close Meeting 15
VTG AG
Meeting Date: 06/08/2017 Country: Germany
Meeting Type: Annual Ticker: VT9
Primary ISIN: DE000VTG9999 Primary SEDOL: B04ZLY1
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Page 1,339 of 1,384
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VTG AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.75 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2017
5
Mgmt For For Reelect Jost Massenberg to the Supervisory Board
6.1
Mgmt For For Reelect Karl Gernandt to the Supervisory Board 6.2
Mgmt For For Elect Markus Hottenrott to the Supervisory Board
6.3
Mgmt For For Reelect Klaus-Juergen Juhnke to the Supervisory Board
6.4
Mgmt For For Reelect Bernd Malmstroem to the Supervisory Board
6.5
Mgmt For For Reelect Christian Olearius to the Supervisory Board
6.6
Wacker Chemie AG
Meeting Date: 05/19/2017 Country: Germany
Meeting Type: Annual Ticker: WCH
Primary ISIN: DE000WCH8881 Primary SEDOL: B11Y568
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 2.00 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: <p>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.</p>
Page 1,340 of 1,384
Metzler All Votes Report
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Wacker Chemie AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2017 and
for the First Quarter of Fiscal 2018
5
Voter Rationale: <p>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.</p>
Walgreens Boots Alliance, Inc.
Meeting Date: 01/26/2017 Country: USA
Meeting Type: Annual Ticker: WBA
Primary ISIN: US9314271084 Primary SEDOL: BTN1Y44
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Janice M. Babiak Mgmt For For
Mgmt For For Elect Director David J. Brailer 1b
Mgmt Against For Elect Director William C. Foote 1c
Voter Rationale: <p>The nominating committee should remove directors who have long board tenure from committees that require absolute independence. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Ginger L. Graham 1d
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director John A. Lederer 1e
Mgmt For For Elect Director Dominic P. Murphy 1f
Mgmt For For Elect Director Stefano Pessina 1g
Mgmt For For Elect Director Leonard D. Schaeffer 1h
Voter Rationale: <p>The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Nancy M. Schlichting 1i
Mgmt For For Elect Director James A. Skinner 1j
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval. 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. 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 suffciently long period of time. Additionally, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
Page 1,341 of 1,384
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Walgreens Boots Alliance, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Mgmt For For Approve Executive Incentive Bonus Plan 4
SH For Against Proxy Access 5
Voter Rationale: <p>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.</p>
SH For Against Approve Report on Executive Pay & Sustainability Performance
6
Voter Rationale: <p>Compensation committees should consider targets linking environmental and social management objectives to compensation where poor management of these can impact long-term shareholder value as this can be a vital component of corproate performance. Targets should be clearly disclosed and stretching, and the compensation policy should be designed to incentivize truly exceptional performance.</p>
Wallenstam AB
Meeting Date: 04/26/2017 Country: Sweden
Meeting Type: Annual Ticker: WALL B
Primary ISIN: SE0007074844 Primary SEDOL: BXVMBK2
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Chairman of Meeting 2
Mgmt For For Prepare and Approve List of Shareholders 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory
Reports
8
Mgmt For For Accept Financial Statements and Statutory
Reports
9
Mgmt For For Approve Allocation of Income and Dividends of
SEK 1.70 Per Share
10
Mgmt For For Approve Discharge of Board and President 11
Page 1,342 of 1,384
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Wallenstam AB Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Determine Number of Members (5) and Deputy Members (0) of Board; Determine Number of Auditors (1) and Deputy Auditors (1)
12
Mgmt For For Approve Remuneration of Directors in the Amount of SEK 700,000 for the Chairman, SEK 250,000 for the Vice Chairman and SEK 150,000 for Other Directors; Approve Remuneration of
Auditors
13
Mgmt For For Reelect Christer Villard (Chairman), Ulrica Messing, Agneta Wallenstam, Anders Berntsson and Karin Weijber as Directors
14
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Ratify Deloitte as Auditors 15
Mgmt For For Elect Chairman of Board, Hans Wallenstam, Lars-Ake Bokenberger and Dick Brenner as
Members of Nominating Committee
16
Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management
17
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Approve SEK 5 Million Reduction in Share Capital via Share Cancellation
18
Mgmt For For Authorize Share Repurchase Program 19
Mgmt For For Authorize Reissuance of Repurchased Shares 20
Mgmt Close Meeting 21
Wal-Mart Stores, Inc.
Meeting Date: 06/02/2017 Country: USA
Meeting Type: Annual Ticker: WMT
Primary ISIN: US9311421039 Primary SEDOL: 2936921
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director James I. Cash, Jr. Mgmt For For
Mgmt For For Elect Director Timothy P. Flynn 1b
Mgmt For For Elect Director Carla A. Harris 1c
Mgmt For For Elect Director Thomas W. Horton 1d
Page 1,343 of 1,384
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Wal-Mart Stores, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Marissa A. Mayer 1e
Mgmt For For Elect Director C. Douglas McMillon 1f
Mgmt For For Elect Director Gregory B. Penner 1g
Mgmt For For Elect Director Steven S Reinemund 1h
Mgmt For For Elect Director Kevin Y. Systrom 1i
Mgmt For For Elect Director S. Robson Walton 1j
Mgmt For For Elect Director Steuart L. Walton 1k
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 2
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: Executive compensation is not aligned with shareholder experience. Both annual and long-term incentives for fiscal 2017 performance were earned above target against largely non-rigorous goals, despite the fact that actual performance for a number of incentive measures actually declined for the year in review.
Mgmt For For Ratify Ernst & Young LLP as Auditors 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.
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 For Against Provide Proxy Access Right 6
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 Against Against Require Independent Director Nominee with
Environmental Experience
7
Voter Rationale: The company`s policies and practices substantially address the concerns raised in the resolution.
Wartsila Oyj
Meeting Date: 03/02/2017 Country: Finland
Meeting Type: Annual Ticker: WRT1V
Primary ISIN: FI0009003727 Primary SEDOL: 4525189
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Page 1,344 of 1,384
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Wartsila Oyj Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Call the Meeting to Order 2
Mgmt For For Designate Inspector or Shareholder
Representative(s) of Minutes of Meeting
3
Mgmt For For Acknowledge Proper Convening of Meeting 4
Mgmt For For Prepare and Approve List of Shareholders 5
Mgmt Receive Financial Statements and Statutory
Reports
6
Mgmt For For Accept Financial Statements and Statutory
Reports
7
Mgmt For For Approve Allocation of Income and Dividends of
EUR 1.30 Per Share
8
Mgmt For For Approve Discharge of Board and President 9
Mgmt For For Approve Remuneration of Directors in the Amount of EUR 130,000 for Chairman, EUR 99,000 for Vice Chairman, and EUR 66,000 for Other Directors; Approve Meeting Fees
10
Mgmt For For Fix Number of Directors at Eight 11
Mgmt For For Reelect Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Tom Johnstone, Mikael Lilius, Risto Murto and Markus Rauramo as Directors; Elect Karin Falk and Johan Forssell as New Directors
12
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Mgmt For For Approve Remuneration of Auditors 13
Mgmt For For Ratify PricewaterhouseCoopers as auditor 14
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
15
Mgmt Close Meeting 16
Waters Corporation
Meeting Date: 05/09/2017 Country: USA
Meeting Type: Annual Ticker: WAT
Primary ISIN: US9418481035 Primary SEDOL: 2937689
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael J. Berendt Mgmt For Withhold
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Waters Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Voter Rationale: <p>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. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt Withhold For Elect Director Douglas A. Berthiaume 1.2
Voter Rationale: <p>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. Furthermore, retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.</p>
Mgmt Withhold For Elect Director Edward Conard 1.3
Voter Rationale: <p>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.</p>
Mgmt Withhold For Elect Director Laurie H. Glimcher 1.4
Voter Rationale: <p>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.Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Elect Director Christopher A. Kuebler 1.5
Mgmt Withhold For Elect Director William J. Miller 1.6
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Christopher J. O'Connell 1.7
Mgmt For For Elect Director JoAnn A. Reed 1.8
Mgmt Withhold For Elect Director Thomas P. Salice 1.9
Voter Rationale: <p>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. Furthermore, this director is not sufficiently independent to serve as the independent lead director. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Voter Rationale: <p>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.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: <p>Severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Furthermore, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.</p>
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Waters Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt For For Amend Omnibus Stock Plan 5
SH For None Adopt Proxy Access Right 6
Voter Rationale: <p>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.</p>
Wells Fargo & Company
Meeting Date: 04/25/2017 Country: USA
Meeting Type: Annual Ticker: WFC
Primary ISIN: US9497461015 Primary SEDOL: 2649100
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director John D. Baker, II Mgmt For Against
Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight.A vote FOR remaining director nominees is warranted.
Mgmt Against For Elect Director John S. Chen 1b
Voter Rationale: This director's commitments, as a top officer and director at more than two public companies, are excessive and likely to jeopardize the ability to provide appropriate oversight on all boards. CEOs and CFOs make valuable board members but also face tremendous demands on their time.
Mgmt Against For Elect Director Lloyd H. Dean 1c
Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight.A vote FOR remaining director nominees is warranted.
Mgmt Against For Elect Director Elizabeth A. Duke 1d
Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight.A vote FOR remaining director nominees is warranted.
Page 1,347 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Wells Fargo & Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Enrique Hernandez, Jr. 1e
Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight.A vote FOR remaining director nominees is warranted.
Mgmt Against For Elect Director Donald M. James 1f
Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight.A vote FOR remaining director nominees is warranted.
Mgmt For For Elect Director Cynthia H. Milligan 1g
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Karen B. Peetz 1h
Mgmt Against For Elect Director Federico F. Peña 1i
Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight.A vote FOR remaining director nominees is warranted.
Mgmt Against For Elect Director James H. Quigley 1j
Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight.A vote FOR remaining director nominees is warranted.
Mgmt For For Elect Director Stephen W. Sanger 1k
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Ronald L. Sargent 1l
Mgmt For For Elect Director Timothy J. Sloan 1m
Mgmt For For Elect Director Susan G. Swenson 1n
Voter Rationale: We continue to have concerns about this director's long tenure and in particular as a member of the audit committee, which should be comprised entirely of truly independent directors. Nevertheless we recognise the recent board refreshment and expect that in due course the remaining long-standing directors will transition and we will encourage the company to ensure that key committees remain fully independent.
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Wells Fargo & Company Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Elect Director Suzanne M. Vautrinot 1o
Voter Rationale: A vote AGAINST Audit and Examination Committee members John Baker II, Federico Peña, James Quigley, Susan Swenson, and Suzanne Vautrinot is warranted given the Audit Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Risk Committee members Lloyd Dean, Elizabeth Duke, Enrique Hernandez Jr., Cynthia Milligan, Federico F. Peña, James H. Quigley, and Stephen Sanger is warranted given the Risk Committee's failure to provide sufficient timely risk oversight. A vote AGAINST Human Resource Committee members John Chen, Lloyd Dean, Donald James, Stephen Sanger is warranted given the Human Resources Committee's failure to provide sufficient timely risk oversight.A vote FOR remaining director nominees is warranted.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: We welcome the clear actions taken by the board to ensure pay has been significantly reduced to executives following the retail banking controversy. We are supportive of the board exercising discretion to pay no bonus or substantially reduce vesting of prior cycle equity awards.Nevertheless, we have some concerns about the pay plan. These include: 1) 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. 2) The remuneration committee should not allow vesting of incentive awards for below median performance. The remuneration committee should not allow vesting of incentive awards for below median performance. 3) We encourage a more structured and less discretionary annual incentive scheme. 4) We urge more rigor in the performance equity. Our expectation is for these points to be addressed by 2018 pay plan. In the event of no notable reform to the pay plan on these issues, we may vote against the pay plan despite our support this year.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify KPMG LLP as Auditors 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.
SH For Against Review and Report on Business Standards 5
Voter Rationale: A vote FOR this resolution is warranted in consideration of the following factors contained in the resolution when taken in aggregate including:* the severity of the underlying issue addressed;* the rationale for and reasonableness of the proposal; and* the lack of downside risk and potential upside benefits to shareholders of approval.
SH Against Against Provide for Cumulative Voting 6
Voter Rationale: In practice, cumulative voting rarely enhances the rights of minotiry shareholders and risks that the board will not achieve an appropriate balance of independence and objectivity.
SH Against Against Report on Divesting Non-Core Business 7
SH Against Against Report on Gender Pay Gap 8
SH For Against Report on Lobbying Payments and Policy 9
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 Adopt Global Policy Regarding the Rights of
Indigenous People
10
Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information regarding its policies, due diligence processes and oversight of indigenous rights-related risks, given the negative financial and reputational impact of the Dakota Access Pipeline controversy.
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
West Fraser Timber Co. Ltd.
Meeting Date: 04/19/2017 Country: Canada
Meeting Type: Annual Ticker: WFT
Primary ISIN: CA9528451052 Primary SEDOL: 2951098
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Fix Number of Directors at Ten Mgmt For For
Mgmt You May Vote for the Nominees for Directors Individually:
Mgmt Withhold For Elect Director Henry H. (Hank) Ketcham 2.1
Voter Rationale: Retiring CEOs should not assume the role of the Chairman as it may impact a proper balance of authority and responsibility between executive management and the board.
Mgmt For For Elect Director Reid E. Carter 2.2
Mgmt For For Elect Director John N. Floren 2.3
Mgmt For For Elect Director Brian G. Kenning 2.4
Mgmt For For Elect Director John K. Ketcham 2.5
Mgmt For For Elect Director Gerald J. (Gerry) Miller 2.6
Mgmt For For Elect Director Robert L. Phillips 2.7
Mgmt Withhold For Elect Director Janice G. Rennie 2.8
Voter Rationale: The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
Mgmt For For Elect Director Edward R. (Ted) Seraphim 2.9
Mgmt For For Elect Director Gillian D. Winckler 2.10
Mgmt OR You May Vote for the Nominees for Directors as Slate:
Mgmt Withhold For Elect Henry H. (Hank) Ketcham, Reid E. Carter, John N. Floren, Brian G. Kenning, John K. Ketcham, Gerald J. (Gerry) Miller, Robert L. Phillips, Janice G. Rennie, Edward R. (Ted) Seraphim and Gillian D. Winckler as Directors
2
Voter Rationale: We ask the company to submit directors for re-election individually, rather than as a single slate. Slate elections hamper director accountability to shareholders and are not in keeping with good governance practice globally.
Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration
3
Mgmt Against For Advisory Vote on Executive Compensation
Approach
4
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a suffciently long period of time. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
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Westinghouse Air Brake Technologies Corporation
Meeting Date: 05/10/2017 Country: USA
Meeting Type: Annual Ticker: WAB
Primary ISIN: US9297401088 Primary SEDOL: 2955733
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Philippe Alfroid Mgmt For For
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Raymond T. Betler 1.2
Voter Rationale: <p>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.</p>
Mgmt Withhold For Elect Director Emilio A. Fernandez 1.3
Voter Rationale: <p>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. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee failed to ensure an appropriately fresh board. In addition, directors with long board tenures should not serve on committees that require absolute independence.Lastly, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.</p>
Mgmt Withhold For Elect Director Lee B. Foster, II 1.4
Voter Rationale: <p>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. In addition, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee failed to ensure an appropriately fresh board.In addition, directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Voter Rationale: <p>A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. 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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt Against For Amend Omnibus Stock Plan 4
Voter Rationale: <p>Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation. In addition, 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. Finally,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.</p>
Mgmt Against For Amend Non-Employee Director Omnibus Stock Plan
5
Voter Rationale: <p>Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.</p>
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Westinghouse Air Brake Technologies Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Ratify Ernst & Young LLP as Auditors 6
Westpac Banking Corporation
Meeting Date: 12/08/2017 Country: Australia
Meeting Type: Annual Ticker: WBC
Primary ISIN: AU000000WBC1 Primary SEDOL: 6076146
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve Remuneration Report Mgmt For For
Mgmt For For Approve Grant of Shares and Performance Rights to Brian Hartzer
3
Mgmt For For Approve the First Buy-Back Scheme of Westpac Convertible Preference Shares
4a
Mgmt For For Approve the Second Buy-Back Scheme of Westpac Convertible Preference Shares
4b
Mgmt For For Elect Lindsay Maxsted as Director 5a
Mgmt For For Elect Peter Hawkins as Director 5b
Mgmt For For Elect Alison Deans as Director 5c
Mgmt For For Elect Nerida Caesar as Director 5d
WH Group Ltd.
Meeting Date: 05/23/2017 Country: Cayman Islands
Meeting Type: Annual Ticker: 288
Primary ISIN: KYG960071028 Primary SEDOL: BLLHKZ1
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt For For Elect You Mu as Director 2a
Mgmt For For Elect Huang Ming as Director 2b
Mgmt For For Elect Lau, Jin Tin Don as Director 2c
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
WH Group Ltd. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorize Board to Fix Remuneration of
Directors
3
Mgmt For For Approve Ernst & Young as Auditor and Authorize
Board to Fix Their Remuneration
4
Mgmt For For Approve Final Dividend 5
Mgmt For For Authorize Repurchase of Issued Share Capital 6
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
7
Mgmt Against For Authorize Reissuance of Repurchased Shares 8
WH Smith plc
Meeting Date: 01/25/2017 Country: United Kingdom
Meeting Type: Annual Ticker: SMWH
Primary ISIN: GB00B2PDGW16 Primary SEDOL: B2PDGW1
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Final Dividend 3
Mgmt For For Re-elect Suzanne Baxter as Director 4
Mgmt For For Re-elect Stephen Clarke as Director 5
Mgmt For For Re-elect Annemarie Durbin as Director 6
Mgmt For For Re-elect Drummond Hall as Director 7
Mgmt For For Re-elect Robert Moorhead as Director 8
Mgmt For For Re-elect Henry Staunton as Director 9
Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors
10
Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors
11
Mgmt For For Authorise EU Political Donations and Expenditure
12
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
13
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
WH Smith plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
14
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
15
Mgmt For For Authorise Market Purchase of Ordinary Shares 16
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
17
Wienerberger AG
Meeting Date: 05/19/2017 Country: Austria
Meeting Type: Annual Ticker: WIE
Primary ISIN: AT0000831706 Primary SEDOL: 5699373
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Receive Financial Statements and Statutory Reports (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.27 per Share
2
Mgmt For For Approve Discharge of Management Board 3
Mgmt For For Approve Discharge of Supervisory Board 4
Mgmt For For Ratify Deloitte Audit GmbH as Auditors 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 Reelect Peter Johnson as Supervisory Board
Member
6.1
Mgmt For For Elect David Charles Davies as Supervisory Board
Member
6.2
Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Key Employees
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, shares should not be repurchased at a significant variation to the market price.
Mgmt For For Amend Articles Re: Participation at General
Meetings
8.1
Mgmt For For Amend Articles Re: Allocation of Income 8.2
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William Demant Holding A/S
Meeting Date: 03/27/2017 Country: Denmark
Meeting Type: Annual Ticker: WDH
Primary ISIN: DK0060738599 Primary SEDOL: BZ01RF1
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
Voter Rationale: <p>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.</p>
Mgmt For For Approve Remuneration of Directors in the Amount of DKK 1.05 Million for Chairman, DKK 700,000 for Vice Chairman, and DKK 350,000 for Other Directors
3
Mgmt For For Approve Allocation of Income and Omission of Dividends
4
Mgmt Abstain For Reelect Peter Foss as Director 5a
Voter Rationale: <p>We voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt For For Reelect Niels B. Christiansen as Director 5b
Mgmt For For Reelect Benedikte Leroy as Director 5c
Mgmt Abstain For Reelect Lars Rasmussen as Director 5d
Voter Rationale: <p>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.</p>
Mgmt For For Elect Niels Jacobsen as New Director 5e
Mgmt For For Ratify Deloitte as Auditors 6
Mgmt For For Approve DKK 1.4 Million Reduction in Share
Capital
7a
Mgmt For For Authorize Share Repurchase Program 7b
Mgmt For For Amend Articles Re: General Meeting and
Distribution of Ballot Papers
7c
Mgmt For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with Danish Authorities
7d
Mgmt Other Business 8
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Williams-Sonoma, Inc.
Meeting Date: 05/31/2017 Country: USA
Meeting Type: Annual Ticker: WSM
Primary ISIN: US9699041011 Primary SEDOL: 2967589
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director Laura J. Alber Mgmt For For
Mgmt Against For Elect Director Adrian D.P. Bellamy 1.2
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Rose Marie Bravo 1.3
Mgmt For For Elect Director Anthony A. Greener 1.4
Mgmt For For Elect Director Grace Puma 1.5
Mgmt For For Elect Director Christiana Smith Shi 1.6
Mgmt For For Elect Director Sabrina Simmons 1.7
Mgmt For For Elect Director Jerry D. Stritzke 1.8
Mgmt For For Elect Director Frits D. van Paasschen 1.9
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: <p>The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Furthermore, 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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
Voter Rationale: <p>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.</p>
Mgmt For For Provide Proxy Access Right 5
SH For Against Adopt Proxy Access Right 6
Voter Rationale: A vote FOR this advisory proposal is warranted as the proxy access provisions suggested by the proponent would be more favorable to shareholders than the comparable provisions of the board bylaw proposal in Item 5.
Page 1,356 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Wilmar International Limited
Meeting Date: 04/26/2017 Country: Singapore
Meeting Type: Annual Ticker: F34
Primary ISIN: SG1T56930848 Primary SEDOL: B17KC69
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Adopt Financial Statements and Directors' and Auditors' Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Approve Directors' Fees 3
Mgmt For For Elect Kuok Khoon Hong as Director 4
Mgmt For For Elect Kwah Thiam Hock as Director 5
Mgmt For For Elect Tay Kah Chye as Director 6
Mgmt Against For Elect Kuok Khoon Hua as Director 7
Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors to ensure appropriate balance of independence and objectivity.
Mgmt For For Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration
8
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights
9
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Approve Grant of Options and Issuance of Shares Under the Wilmar Executives Share Option Scheme 2009
10
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, this plan could lead to excessive dilution. Finally, 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 For For Approve Mandate for Interested Person
Transactions
11
Mgmt For For Authorize Share Repurchase Program 12
Wipro Limited
Meeting Date: 06/05/2017 Country: India
Meeting Type: Special Ticker: 507685
Primary ISIN: INE075A01022 Primary SEDOL: 6206051
Page 1,357 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Wipro Limited
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for ADR Holders Mgmt
Mgmt Postal Ballot
Mgmt For For Increase Authorized Share Capital and Amend
Memorandum of Association
1
Mgmt For For Approve Issuance of Bonus Shares 2
Wipro Limited
Meeting Date: 07/19/2017 Country: India
Meeting Type: Annual Ticker: 507685
Primary ISIN: INE075A01022 Primary SEDOL: 6206051
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Meeting for ADR Holders Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
1
Mgmt For For Confirm Interim Dividend as Final Dividend 2
Mgmt For For Reelect Abidali Z Neemuchwala as Director 3
Mgmt For For Approve Deloitte Haskins & Sells LLP, Chartered Accountants as Auditors and Authorize Board to
Fix Their Remuneration
4
Mgmt For For Approve Reappointment and Remuneration of Azim H Premji as Executive Chairman and
Managing Director
5
Mgmt For For Reelect William Arthur Owens as Director 6
Voter Rationale: <p>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.</p>
Wipro Limited
Meeting Date: 08/30/2017 Country: India
Meeting Type: Special Ticker: 507685
Primary ISIN: INE075A01022 Primary SEDOL: 6206051
Page 1,358 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Wipro Limited
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for ADR Holders Mgmt
Mgmt Against For Approve Buy Back of Equity Shares 1
Voter Rationale: <p>Shares should not be repurchased at a premium/discount to the market price of more than 10%.</p>
Wirecard AG
Meeting Date: 06/20/2017 Country: Germany
Meeting Type: Annual Ticker: WDI
Primary ISIN: DE0007472060 Primary SEDOL: 7508927
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory
Reports for Fiscal 2016 (Non-Voting) Mgmt
Mgmt For For Approve Allocation of Income and Dividends of
EUR 0.16 per Share
2
Mgmt For For Approve Discharge of Management Board for
Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for
Fiscal 2016
4
Voter Rationale: <p>The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.</p>
Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2017
5
Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased
Shares
6
Wizz Air Holdings Plc
Meeting Date: 07/18/2017 Country: Jersey
Meeting Type: Annual Ticker: WIZZ
Primary ISIN: JE00BN574F90 Primary SEDOL: BN574F9
Page 1,359 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Wizz Air Holdings Plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice. Furthermore, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Re-elect William Franke as Director 3
Mgmt For For Re-elect Jozsef Varadi as Director 4
Mgmt For For Re-elect Thierry de Preux as Director 5
Mgmt For For Re-elect Thierry de Preux as Director
(Independent Shareholder Vote)
6
Mgmt For For Re-elect Guido Demuynck as Director 7
Mgmt For For Re-elect Guido Demuynck as Director
(Independent Shareholder Vote)
8
Mgmt For For Re-elect Simon Duffy as Director 9
Mgmt For For Re-elect Simon Duffy as Director (Independent
Shareholder Vote)
10
Mgmt For For Re-elect Susan Hooper as Director 11
Mgmt For For Re-elect Susan Hooper as Director
(Independent Shareholder Vote)
12
Mgmt For For Re-elect Stephen Johnson as Director 13
Mgmt For For Re-elect John McMahon as Director 14
Mgmt For For Re-elect John McMahon as Director
(Independent Shareholder Vote)
15
Mgmt For For Re-elect John Wilson as Director 16
Mgmt For For Elect Wioletta Rosolowska as Director 17
Mgmt For For Elect Wioletta Rosolowska as Director
(Independent Shareholder Vote)
18
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors
19
Voter Rationale: We note that the level of non-audit fees paid to the auditor exceeds the audit fee for the third consecutive year. Although the Company states that it remains satisfied with the objectivity of the auditor, we remain unconvinced that the additional work undertaken by the auditor could not compromise independence. At the same time we are pleased to note that the Company has given a commitment to tender the audit work for FY2018, which will ensure that audit and non-audit services will be properly separated. Accordingly we will be supporting at this time.
Mgmt For For Authorise Board and/or the Audit Committee to Fix Remuneration of Auditors
20
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
21
Page 1,360 of 1,384
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Wizz Air Holdings Plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
22
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
23
Wizz Air Holdings Plc
Meeting Date: 08/11/2017 Country: Jersey
Meeting Type: Special Ticker: WIZZ
Primary ISIN: JE00BN574F90 Primary SEDOL: BN574F9
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Purchase by Wizz Air Hungary of 10 Airbus A321ceo Aircraft
Mgmt For For
Wm Morrison Supermarkets PLC
Meeting Date: 06/15/2017 Country: United Kingdom
Meeting Type: Annual Ticker: MRW
Primary ISIN: GB0006043169 Primary SEDOL: 0604316
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports Mgmt For For
Mgmt Against For Approve Remuneration Report 2
Voter Rationale: Any increase in the size of awards under the short-term/long-term incentive scheme(s) should be accompanied by a corresponding increase in performance expectations. Furthermore, the terms of incentive schemes should not be amended retrospectively. Any significant amendment to the terms of incentive schemes should be subject to shareholder approval. In addition, companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Remuneration Policy 3
Voter Rationale: Companies should consider extending vesting periods for long-term incentive plans to 5 years or longer or as a minimum introduce an additional holding or deferral period.
Mgmt For For Approve Long Term Incentive Plan 4
Mgmt For For Approve Final Dividend 5
Page 1,361 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Wm Morrison Supermarkets PLC Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Re-elect Andrew Higginson as Director 6
Mgmt For For Re-elect David Potts as Director 7
Mgmt For For Re-elect Trevor Strain as Director 8
Mgmt For For Re-elect Rooney Anand as Director 9
Mgmt For For Re-elect Neil Davidson as Director 10
Mgmt For For Re-elect Belinda Richards as Director 11
Mgmt For For Re-elect Paula Vennells as Director 12
Mgmt For For Reappoint PricewaterhouseCoopers LLP as
Auditors
13
Mgmt For For Authorise Board to Fix Remuneration of Auditors 14
Mgmt For For Authorise EU Political Donations and
Expenditure
15
Mgmt For For Authorise Issue of Equity with Pre-emptive
Rights
16
Mgmt For For Authorise Market Purchase of Ordinary Shares 17
Mgmt For For Authorise Issue of Equity without Pre-emptive
Rights
18
Mgmt For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
19
Wolseley plc
Meeting Date: 05/23/2017 Country: United Kingdom
Meeting Type: Special Ticker: WOS
Primary ISIN: JE00BFNWV485 Primary SEDOL: BFNWV48
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Change of Company Name to Ferguson plc
Mgmt For For
Wolters Kluwer NV
Meeting Date: 04/20/2017 Country: Netherlands
Meeting Type: Annual Ticker: WKL
Primary ISIN: NL0000395903 Primary SEDOL: 5671519
Page 1,362 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Wolters Kluwer NV
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board
(Non-Voting)
2.a
Mgmt Receive Report of Supervisory Board
(Non-Voting)
2.b
Mgmt Discuss Remuneration Report 2.c
Mgmt For For Adopt Financial Statements 3.a
Mgmt Receive Explanation on Company's Reserves
and Dividend Policy
3.b
Mgmt For For Approve Dividends of EUR 0.79 Per Share 3.c
Mgmt For For Approve Discharge of Management Board 4.a
Mgmt For For Approve Discharge of Supervisory Board 4.b
Mgmt For For Elect Frans Cremers to Supervisory Board 5.a
Mgmt For For Elect Ann Ziegler to Supervisory Board 5.b
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Reelect Kevin Entricken to Executive Board 6
Mgmt For For Grant Board Authority to Issue Shares Up To 10
Percent of Issued Capital
7.a
Mgmt For For Authorize Board to Exclude Preemptive Rights
from Share Issuances
7.b
Mgmt For For Authorize Repurchase of Up to 10 Percent of
Issued Share Capital
8
Mgmt For For Approve Cancellation of Repurchased Shares 9
Mgmt Other Business (Non-Voting) 10
Mgmt Close Meeting 11
Woodside Petroleum Ltd.
Meeting Date: 05/05/2017 Country: Australia
Meeting Type: Annual Ticker: WPL
Primary ISIN: AU000000WPL2 Primary SEDOL: 6979728
Page 1,363 of 1,384
Metzler All Votes Report
Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Woodside Petroleum Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect Michael Chaney as Director Mgmt For For
Mgmt For For Elect Lawrence Archibald as Director 2b
Mgmt For For Elect Ian Macfarlane as Director 2c
Mgmt For For Approve Remuneration Report 3
Voter Rationale: Due to significant improvements made to the remuneration structure during the year we are supporting the remuneration report on this occasion.
Mgmt Against Against Approve the Conditional Spill Resolution 4
Work Service SA
Meeting Date: 03/21/2017 Country: Poland
Meeting Type: Special Ticker: WSE
Primary ISIN: PLWRKSR00019 Primary SEDOL: B711DR8
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 Shareholder Proposals
SH Against None Amend Pledge Agreement 5
Voter Rationale: <p>A vote AGAINST this item is warranted because the information provided on this amendment is insufficient for shareholders to make an informed voting decision.</p>
SH Against None Amend Statute Re: General Meeting 6.1
Voter Rationale: <p>A vote AGAINST this item is warranted, because the proponent has not disclosed any rationale behind the proposed amendment.</p>
SH Against None Amend Statute Re: General Meeting 6.2
Voter Rationale: <p>A vote AGAINST this item is warranted, because the proponent has not disclosed any rationale behind the proposed amendment.</p>
SH Against None Amend Statute Re: Supervisory Board 6.3
Voter Rationale: <p>A vote AGAINST this item is warranted, because the proponent has not disclosed any rationale behind the proposed amendment.</p>
Page 1,364 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Work Service SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
SH Against None Amend Regulations on Supervisory Board 7
Voter Rationale: <p>A vote AGAINST this item is warranted, because the proponent has not disclosed any rationale behind the proposed amendment.</p>
Mgmt Management Proposals
Mgmt Against For Transact Other Business 8
Voter Rationale: <p>Any Other Business should not be a voting item.</p>
Mgmt Close Meeting 9
Work Service SA
Meeting Date: 04/19/2017 Country: Poland
Meeting Type: Special Ticker: WSE
Primary ISIN: PLWRKSR00019 Primary SEDOL: B711DR8
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Meeting Chairman 2
Mgmt Acknowledge Proper Convening of Meeting 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt Against For Approve Increase in Share Capital via Issuance of X Series Shares for Private Placement without Preemptive Rights; Approve Dematerialization and Listing of X Series Shares; Amend Statute
Accordingly
5
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Mgmt Against For Transact Other Business 6
Voter Rationale: Any Other Business should not be a voting item.
Mgmt Close Meeting 7
Work Service SA
Meeting Date: 06/28/2017 Country: Poland
Meeting Type: Annual Ticker: WSE
Primary ISIN: PLWRKSR00019 Primary SEDOL: B711DR8
Page 1,365 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Work Service SA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting Mgmt
Mgmt For For Elect Meeting Chairman 2
Mgmt Acknowledge Proper Convening of Meeting 3
Mgmt For For Approve Agenda of Meeting 4
Mgmt For For Approve Management Board Report on
Company's Operations
5
Mgmt For For Approve Financial Statements 6
Voter Rationale: <p>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.</p>
Mgmt For For Approve Treatment of Net Loss 7
Mgmt For For Approve Management Board Report on Group's
Operations
8
Mgmt For For Approve Consolidated Financial Statements 9
Mgmt For For Approve Discharge of Maciej Witucki (CEO) 10.1
Mgmt For For Approve Discharge of Dariusz Rochman (Deputy
CEO)
10.2
Mgmt For For Approve Discharge of Robert Knights (Deputy
CEO)
10.3
Mgmt For For Approve Discharge of Paul Christodoulou
(Deputy CEO)
10.4
Mgmt For For Approve Discharge of Tomasz Slezak (Deputy
CEO)
10.5
Mgmt For For Approve Discharge of Hubert Rozpedek (Deputy
CEO)
10.6
Mgmt For For Approve Discharge of Iwona Szmitkowska
(Deputy CEO)
10.7
Mgmt For For Approve Discharge of Piotr Gajek (Deputy CEO) 10.8
Mgmt For For Approve Discharge of Adam Pawlowicz (Deputy
CEO)
10.9
Mgmt For For Approve Discharge of Panagiotis Sofianos
(Supervisory Board Chairman)
10.10
Mgmt For For Approve Discharge of Tomasz Misiak
(Supervisory Board Deputy Chairman)
10.11
Mgmt For For Approve Discharge of Wieslaw Skrobowski
(Supervisory Board Member)
10.12
Mgmt For For Approve Discharge of Everett Kamin
(Supervisory Board Member)
10.13
Page 1,366 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Work Service SA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Approve Discharge of Pierre Mellinger
(Supervisory Board Member)
10.14
Mgmt For For Approve Discharge of Geza Szephalmi
(Supervisory Board Member)
10.15
Mgmt For For Approve Discharge of Piotr Kaminski
(Supervisory Board Member)
10.16
Mgmt For For Approve Discharge of Tomasz Hanczarek
(Supervisory Board Member)
10.17
Mgmt For For Approve Discharge of Piotr Zabski (Supervisory
Board Member)
10.18
Mgmt For For Approve Discharge of Robert Lugowski
(Supervisory Board Member)
10.19
Mgmt For For Approve Discharge of Krzysztof Kaczmarczyk
(Supervisory Board Member)
10.20
Mgmt For For Approve Discharge of John Leone (Supervisory
Board Member)
10.21
Mgmt For For Approve Supervisory Board Report 11
Mgmt Against For Elect Chairman of Supervisory Board 12.1
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Supervisory Board Deputy Chairman 12.2
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Supervisory Board Member 12.3
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Supervisory Board Member 12.4
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Supervisory Board Member 12.5
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Supervisory Board Member 12.6
Voter Rationale: <p>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.</p>
Mgmt Against For Elect Supervisory Board Member 12.7
Voter Rationale: <p>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.</p>
Mgmt Against For Transact Other Business 13
Voter Rationale: <p>Any Other Business should not be a voting item.</p>
Mgmt Close Meeting 14
Page 1,367 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
WPP plc
Meeting Date: 06/07/2017 Country: Jersey
Meeting Type: Annual Ticker: WPP
Primary ISIN: JE00B8KF9B49 Primary SEDOL: B8KF9B4
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Approve Remuneration Report 3
Voter Rationale: Although the level of pay for their CEO this year remains very high compared to what is typically seen in the UK market, this is mitigated for two reasons. Firstly there has been a substantial year-on-year decline in pay reflecting the unwinding of legacy LEAP awards, which will only continue to decline going forward as they vest in full. Secondly the Company has responded to shareholder criticism and reduced the level of potential quantum for the CEO by 27% going forward.
Mgmt For For Approve Remuneration Policy 4
Mgmt For For Approve Sustainability Report 5
Mgmt For For Re-elect Roberto Quarta as Director 6
Mgmt For For Re-elect Dr Jacques Aigrain as Director 7
Mgmt For For Re-elect Ruigang Li as Director 8
Mgmt For For Re-elect Paul Richardson as Director 9
Mgmt For For Re-elect Hugo Shong as Director 10
Mgmt For For Re-elect Sir Martin Sorrell as Director 11
Mgmt For For Re-elect Sally Susman as Director 12
Mgmt For For Re-elect Solomon Trujillo as Director 13
Mgmt For For Re-elect Sir John Hood as Director 14
Mgmt For For Re-elect Nicole Seligman as Director 15
Mgmt Against For Re-elect Daniela Riccardi as Director 16
Voter Rationale: <p>Executive directors are expected to hold no more than one external directorships to ensure they have suff icient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.</p>
Mgmt Against For Elect Tarek Farahat as Director 17
Voter Rationale: <p>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.</p>
Mgmt For For Reappoint Deloitte LLP as Auditors 18
Voter Rationale: <p>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.</p>
Page 1,368 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
WPP plc Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Authorise the Audit Committee to Fix
Remuneration of Auditors
19
Voter Rationale: <p>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.</p>
Mgmt For For Authorise Issue of Equity with Pre-emptive Rights
20
Mgmt For For Authorise Market Purchase of Ordinary Shares 21
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights
22
Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or
Other Capital Investment
23
WS Atkins plc
Meeting Date: 06/26/2017 Country: United Kingdom
Meeting Type: Special Ticker: ATK
Primary ISIN: GB0000608009 Primary SEDOL: 0060800
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Matters Relating to the Acquisition of WS Atkins plc by SNC-Lavalin (GB) Holdings Limited
Mgmt For For
WS Atkins plc
Meeting Date: 06/26/2017 Country: United Kingdom
Meeting Type: Court Ticker: ATK
Primary ISIN: GB0000608009 Primary SEDOL: 0060800
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Court Meeting Mgmt
Mgmt For For Approve Scheme of Arrangement 1
Page 1,369 of 1,384
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Wuestenrot & Wuerttembergische AG
Meeting Date: 06/01/2017 Country: Germany
Meeting Type: Annual Ticker: WUW
Primary ISIN: DE0008051004 Primary SEDOL: 5770911
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.60 per Share
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016
4
Voter Rationale: <p>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.</p>
X5 Retail Group NV
Meeting Date: 05/12/2017 Country: Netherlands
Meeting Type: Annual Ticker: FIVE
Primary ISIN: US98387E2054 Primary SEDOL: B07T3T9
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Meeting for GDR Holders Mgmt
Mgmt Open Meeting 1
Mgmt Receive Report of Management Board
(Non-Voting)
2
Mgmt Discuss Remuneration Report 3a
Mgmt For For Approve Allocation of Income 3b
Mgmt For For Adopt Financial Statements and Statutory
Reports
3c
Mgmt For For Approve Discharge of Management Board 4
Mgmt For For Approve Discharge of Supervisory Board 5
Mgmt For For Reelect M.Fridman to Supervisory Board 6
Page 1,370 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
X5 Retail Group NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Reelect P. Musial to Supervisory Board 7
Voter Rationale: <p>The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.</p>
Mgmt Against For Approve Remuneration of Supervisory Board 8
Voter Rationale: <p>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.</p>
Mgmt For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital
9
Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances
10
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
11
Mgmt For For Ratify Ernst & Young as Auditors 12
Mgmt Close Meeting 13
Xerox Corporation
Meeting Date: 05/23/2017 Country: USA
Meeting Type: Annual Ticker: XRX
Primary ISIN: US9841211033 Primary SEDOL: 2985202
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Gregory Q. Brown Mgmt For For
Mgmt For For Elect Director Jonathan Christodoro 1.2
Voter Rationale: <p>The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.</p>
Mgmt For For Elect Director Joseph J. Echevarria 1.3
Mgmt Against For Elect Director William Curt Hunter 1.4
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Jeffrey Jacobson 1.5
Mgmt For For Elect Director Robert J. Keegan 1.6
Mgmt For For Elect Director Cheryl Gordon Krongard 1.7
Page 1,371 of 1,384
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Xerox Corporation Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Charles Prince 1.8
Voter Rationale: <p>The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.</p>
Mgmt Against For Elect Director Ann N. Reese 1.9
Voter Rationale: <p>The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote. Furthermore, directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Elect Director Stephen H. Rusckowski 1.10
Mgmt For For Elect Director Sara Martinez Tucker 1.11
Voter Rationale: <p>The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.</p>
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: <p>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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt For For Approve Reverse Stock Split 5
SH Abstain Against Adopt Holy Land Principles 6
Voter Rationale: <p>The proposal is overly prescriptive. We encourage companies to employ fair employment practices through the implementation and enforcement of robust equal opportunity employment policies.</p>
Xilinx, Inc.
Meeting Date: 08/09/2017 Country: USA
Meeting Type: Annual Ticker: XLNX
Primary ISIN: US9839191015 Primary SEDOL: 2985677
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Dennis Segers Mgmt For For
Voter Rationale: <p>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.</p>
Mgmt For For Elect Director Moshe N. Gavrielov 1.2
Page 1,372 of 1,384
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Xilinx, Inc. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Director Saar Gillai 1.3
Mgmt For For Elect Director Ronald S. Jankov 1.4
Mgmt For For Elect Director Thomas H. Lee 1.5
Mgmt For For Elect Director J. Michael Patterson 1.6
Mgmt For For Elect Director Albert A. Pimentel 1.7
Mgmt For For Elect Director Marshall C. Turner 1.8
Mgmt Against For Elect Director Elizabeth W. Vanderslice 1.9
Voter Rationale: <p>Directors with long board tenures should not serve on committees that require absolute independence.</p>
Mgmt For For Amend Qualified Employee Stock Purchase Plan 2
Mgmt Against For Amend Omnibus Stock Plan 3
Voter Rationale: <p>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. 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.</p>
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
5
Voter Rationale: <p>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.</p>
Mgmt For For Ratify Ernst & Young LLP as Auditors 6
Voter Rationale: <p>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.</p>
Yamaha Corp.
Meeting Date: 06/22/2017 Country: Japan
Meeting Type: Annual Ticker: 7951
Primary ISIN: JP3942600002 Primary SEDOL: 6642387
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 26
Mgmt For For
Page 1,373 of 1,384
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Yamaha Corp. Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Amend Articles to Abolish Board Structure with Statutory Auditors - Adopt Board Structure with Three Committees - Clarify Director Authority on Shareholder Meetings - Amend Provisions on
Director Titles - Indemnify Directors
2
Mgmt For For Elect Director Nakata, Takuya 3.1
Mgmt For For Elect Director Yamahata, Satoshi 3.2
Mgmt For For Elect Director Hosoi, Masahito 3.3
Mgmt For For Elect Director Yanagi, Hiroyuki 3.4
Mgmt For For Elect Director Nosaka, Shigeru 3.5
Mgmt For For Elect Director Ito, Masatoshi 3.6
Mgmt For For Elect Director Hakoda, Junya 3.7
Mgmt For For Elect Director Nakajima, Yoshimi 3.8
Mgmt For For Elect Director Fukui, Taku 3.9
Yandex NV
Meeting Date: 05/25/2017 Country: Netherlands
Meeting Type: Annual Ticker: YNDX
Primary ISIN: NL0009805522 Primary SEDOL: BMSK1G8
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
Mgmt For For Adopt Financial Statements and Statutory Reports
1
Mgmt For For Approve Allocation of Income 2
Mgmt For For Approve Discharge of Directors 3
Mgmt For For Elect Herman Gref as Non-Executive Director 4
Mgmt For For Elect Arkady Volozh as Non-Executive Director 5
Mgmt For For Approve Cancellation of Outstanding Class C Shares
6
Mgmt For For Ratify KPMG as Auditors 7
Page 1,374 of 1,384
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Yandex NV Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt Against For Grant Board Authority to Issue Ordinary and
Preference 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.
Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances Under Item 8
9
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Repurchase of Up to 20 Percent of Issued Share Capital
10
Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
Yangzijiang Shipbuilding (Holdings) Ltd.
Meeting Date: 04/28/2017 Country: Singapore
Meeting Type: Annual Ticker: BS6
Primary ISIN: SG1U76934819 Primary SEDOL: B1VT035
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Adopt Financial Statements and Directors' and
Auditors' Reports Mgmt For For
Mgmt For For Approve Final Dividend 2
Mgmt For For Approve Directors' Fees 3
Mgmt For For Elect Ren Yuanlin as Director 4
Mgmt For For Elect Teo Yi-dar as Director 5
Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration
6
Mgmt Against For Approve Issuance of Equity or Equity-Linked
Securities with or without Preemptive Rights
7
Voter Rationale: <p>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.</p>
Mgmt For For Authorize Share Repurchase Program 8
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Yara International ASA
Meeting Date: 05/11/2017 Country: Norway
Meeting Type: Annual Ticker: YAR
Primary ISIN: NO0010208051 Primary SEDOL: 7751259
Did Not Vote Due to Ballot Shareblocking
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Open Meeting; Approve Notice of Meeting and
Agenda
Mgmt For Do Not Vote
Mgmt Do Not Vote For Elect Chairman of Meeting; Designate Inspector(s) of Minutes of Meeting
2
Mgmt Do Not Vote For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 10.00 Per Share
3
Mgmt Do Not Vote For Approve Remuneration Policy And Other Terms of Employment For Executive Management
4
Mgmt Discuss Company's Corporate Governance
Statement
5
Mgmt Do Not Vote For Approve Remuneration of Auditors 6
Mgmt Do Not Vote For Approve Remuneration of Directors in the Amount of NOK 575,000 for the Chairman, NOK 356,500 for the Vice Chairman, and NOK 312,000 for the Other Directors; Approve Committee Fees
7
Mgmt Do Not Vote For Approve Remuneration of Nominating Committee
8
Mgmt Do Not Vote For Authorize Share Repurchase Program 9
YIT Oyj
Meeting Date: 09/12/2017 Country: Finland
Meeting Type: Special Ticker: YTY1V
Primary ISIN: FI0009800643 Primary SEDOL: B11BQV1
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Open Meeting Mgmt
Mgmt Call the Meeting to Order 2
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YIT Oyj Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
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 For For Amend Articles Re: Corporate Purpose; Number
of Directors; Election of Directors
6a1
Mgmt For For Approve Merger by Absorption of Lemminkainen
into YIT
6a2
Mgmt For For Fix Number of Directors at Eight 6a3
Mgmt For For Reelect Matti Vuoria (Chairman), Inka Mero, Tiina Tuomela and Erkki Järvinen as Directors from YIT; Reelect Berndt Burnow (New Vice Chair), Juhani Mäkinen, Kristina Pentti-von Walzel and Harri-Pekka Kaukonen as Directors from Lemminnkainen
6a4
Voter Rationale: <p>The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.</p>
Mgmt For For Approve Remuneration of New Directors 6b
Mgmt For For Approve One-Time Deviation from the Current Standing Order of the Nominating Committee
7
Mgmt Close Meeting 8
Ymagis
Meeting Date: 06/30/2017 Country: France
Meeting Type: Annual/Special Ticker: MAGIS
Primary ISIN: FR0011471291 Primary SEDOL: B941H00
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory
Reports
1
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Treatment of Losses 3
Mgmt For For Approve Auditors' Special Report on Related-Party Transactions and Ratify New
Transactions
4
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Ymagis Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Renew Appointment of Grant Thornton as
Auditor
5
Mgmt For For Acknowledge End of Mandate of IGEC as Auditor and Decision not to Renew nor Replace IGEC as Alternate Auditor
6
Mgmt For For Acknowledge End of Mandate of Sparaxis as
Director and Decision Not to Replace nor Renew
7
Mgmt For For Approve Remuneration of Directors in the
Aggregate Amount of EUR 130,000
8
Mgmt For For Approve Remuneration Policy of Chairman and
CEO
9
Voter Rationale: Companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt Against For Approve Remuneration Policy of Vice-CEOs 10
Voter Rationale: The remuneration policy should provide details of the rules governing the award of the annual aand long-term variable incentives, any exceptional components and termination arrangements. Furthermore, companies should consider introducing deferral element and clawback provisions to the short- and long-term incentive schemes in line with market best practice.
Mgmt For For Ratify Change Location of Registered Office to 85-87 Avenue Jean-Jaures 92120 Montrouge
and Amend Bylaws Accordingly
11
Mgmt Against For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
12
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
13
Mgmt Against For Approve Issuance of Equity or Equity-Linked Securities Reserved for Specific Beneficiaries, for up to 10 Percent of Issued Capital
14
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt Against For Authorize up to EUR 1,000 for Use in Restricted
Stock Plans
15
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Furthermore, long-term incentive schemes should be based on forward-looking multi-year performance targets to ensure appropriate alignment between the interests of executives and shareholders. In addition, this plan could lead to excessive dilution.
Mgmt For For Authorize Capital Issuances for Use in Employee
Stock Purchase Plans
16
Mgmt For For Amend Article 16 of Bylaws Re: Staggering of
Mandate
17
Page 1,378 of 1,384
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Ymagis Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Amend Articles 4, 15, 25 and 27 of Bylaws to Comply with New Regulations Re: Headquarters, Double Voting Rights, Auditors, General Meetings
18
Mgmt Against For Delegate Power to the Board of Directors to
Amend Bylaws to Comply with New Regulations
19
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Mgmt For For Authorize Filing of Required Documents/Other
Formalities
20
Yoox Net-A-Porter Group SpA
Meeting Date: 04/21/2017 Country: Italy
Meeting Type: Annual Ticker: YNAP
Primary ISIN: IT0003540470 Primary SEDOL: B4YC9W4
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income
1
Mgmt Against For Approve Remuneration Policy 2
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Elect Cedric Charles Marcel Bossert as Director 3
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
4
Mgmt Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
A
Voter Rationale: Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
Yum! Brands, Inc.
Meeting Date: 05/19/2017 Country: USA
Meeting Type: Annual Ticker: YUM
Primary ISIN: US9884981013 Primary SEDOL: 2098876
Page 1,379 of 1,384
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Yum! Brands, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Paget L. Alves Mgmt For For
Mgmt For For Elect Director Michael J. Cavanagh 1b
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Elect Director Christopher M. Connor 1c
Mgmt For For Elect Director Brian C. Cornell 1d
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Elect Director Greg Creed 1e
Mgmt For For Elect Director Mirian M. Graddick-Weir 1f
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Elect Director Thomas C. Nelson 1g
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Elect Director P. Justin Skala 1h
Mgmt For For Elect Director Elane B. Stock 1i
Mgmt Against For Elect Director Robert D. Walter 1j
Voter Rationale: The board imposed a forum selection clause without prior shareholder approval. The corporate governance committee should oppose measures that restrict investors' access to courts, and reverse the measure or, at the very least, put the matter to an investor vote.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
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, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Lastly, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
SH Abstain Against Adopt Policy and Plan to Eliminate Deforestation
in Supply Chain
5
Voter Rationale: Additional information about the company`s management of deforestation and human rights issues in its supply chain has merit. Nevertheless, the proposal is overly prescriptive in its current form.
Page 1,380 of 1,384
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Vote Summary Report Date range covered: 01/01/2017 to 12/31/2017
Zalando SE
Meeting Date: 05/31/2017 Country: Germany
Meeting Type: Annual Ticker: ZAL
Primary ISIN: DE000ZAL1111 Primary SEDOL: BQV0SV7
Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
1 Receive Financial Statements and Statutory Reports for Fiscal 2016 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Omission of Dividends
2
Mgmt For For Approve Discharge of Management Board for Fiscal 2016
3
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2016
4
Mgmt For For Ratify Ernst & Young GmbH as Auditors for Fiscal 2017
5.1
Mgmt For For Ratify Ernst & Young as Auditors Until the 2018 AGM
5.2
Mgmt For For Elect Dominik Asam to the Supervisory Board 6.1
Mgmt For For Elect Lothar Lanz to the Supervisory Board 6.2
Mgmt For For Elect Jorgen Lindemann to the Supervisory Board
6.3
Mgmt For For Elect Anders Povlsen to the Supervisory Board 6.4
Mgmt For For Elect Shanna Preve to the Supervisory Board 6.5
Mgmt Against For Elect Alexander Samwer to the Supervisory Board
6.6
Voter Rationale: <p>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.</p>
Mgmt For For Approve Affiliation Agreement with Tradebyte Software GmbH
7
Mgmt For For Approve Remuneration of Supervisory Board 8
Zalaris ASA
Meeting Date: 05/16/2017 Country: Norway
Meeting Type: Annual Ticker: ZAL
Primary ISIN: NO0010708910 Primary SEDOL: BNCBCK5
Page 1,381 of 1,384
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Zalaris ASA
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Chairman of Meeting Mgmt For For
Mgmt For For Approve Notice of Meeting and Agenda 2
Mgmt For For Designate Inspector(s) of Minutes of Meeting 3
Mgmt For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 0.87 Per Share
4
Voter Rationale: The company should move towards a three-committee structure (audit, remuneration and nomination) in line with regional best practice, with independent board committees that report annually on their activities.
Mgmt For For Approve Remuneration of Directors 5
Mgmt For For Approve Remuneration of Members of
Nomination Committee
6
Mgmt For For Approve Remuneration of Auditors in the
Amount of NOK 1,035,000
7
Mgmt Against For Approve Remuneration Policy And Other Terms
of Employment For Executive Management
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 Receive Company's Corporate Governance Statement
9
Mgmt Against For Reelect Karl-Christian Agerup as Director 10a
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Reelect Lars Henriksen (Chair) as Director 10b
Mgmt For For Reelect Liselotte Engstam as Director 10c
Mgmt Against For Reelect Jan Koivurinta as Director 10d
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Mgmt Against For Reelect Tina Sund as Director 10e
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, we voted against because we do not consider this director independent and yet sits on the audit committee. The audit committee should be fully independent from the company and majority independent from its major shareholder(s) and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Bard Ingero as Chairman of Nomination
Committee
11a
Mgmt For For Elect Ragnar Horn as Member of Nomination Committee
11b
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Zalaris ASA Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Marius Therkelsen as Member of
Nomination Committee
11c
Mgmt Against For Approve Creation of NOK 100,000 Pool of
Capital without Preemptive Rights
12
Voter Rationale: This authority can be used as an antitakeover mechanism. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and be of a limited duration.
Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares
13
Zurich Insurance Group AG
Meeting Date: 03/29/2017 Country: Switzerland
Meeting Type: Annual Ticker: ZURN
Primary ISIN: CH0011075394 Primary SEDOL: 5983816
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Accept Financial Statements and Statutory
Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 1.2
Mgmt For For Approve Allocation of Income and Dividends of
CHF 11.30 per Share from Available Earnings
2.1
Mgmt For For Approve Dividends of CHF 5.70 per Share from
Capital Contribution Reserves
2.2
Mgmt For For Approve Discharge of Board and Senior
Management
3
Mgmt For For Reelect Tom de Swaan as Director and Board
Chairman
4.1a
Mgmt For For Reelect Joan Amble as Director 4.1b
Mgmt For For Reelect Susan Bies as Director 4.1c
Mgmt For For Reelect Alison Carnwath as Director 4.1d
Mgmt For For Reelect Christoph Franz as Director 4.1e
Mgmt For For Reelect Jeffrey Hayman as Director 4.1f
Mgmt For For Reelect Fred Kindle as Director 4.1g
Mgmt For For Reelect Monica Maechler as Director 4.1h
Mgmt For For Reelect Kishore Mahbubani as Director 4.1i
Mgmt For For Reelect David Nish as Director 4.1j
Page 1,383 of 1,384
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Zurich Insurance Group AG Proposal
Number
Proponent
Proposal Text
Mgmt Rec
Vote
Instruction
Mgmt For For Elect Catherine Bessant as Director 4.1k
Mgmt For For Appoint Tom de Swaan as Member of the
Compensation Committee
4.2.1
Mgmt For For Appoint Christoph Franz as Member of the
Compensation Committee
4.2.2
Mgmt For For Appoint Fred Kindle as Member of the
Compensation Committee
4.2.3
Mgmt For For Appoint Kishore Mahbubani as Member of the
Compensation Committee
4.2.4
Mgmt For For Designate Andreas Keller as Independent Proxy 4.3
Mgmt For For Ratify PricewaterhouseCoopers AG as Auditors 4.4
Mgmt For For Approve Maximum Remuneration of Board of Directors Until 2018 AGM in the Amount of CHF 5 Million
5.1
Mgmt For For Approve Maximum Remuneration of Executive Committee for Fiscal 2018 in the Amount of CHF 74.3 Million
5.2
Mgmt For For Approve Creation of CHF 4.5 Million Pool of Authorized Share Capital with Partial Exclusion of Preemptive Rights and CHF 3 Million Pool of Contingent Share Capital without Preemptive
Rights
6
Mgmt For For Amend Articles Re: Resolutions and Elections, Duties and Competencies of the Board, Transfer of Competencies, Board Resolutions and Minutes, and Loans to Board Members or
Executives
7
Mgmt Against For Transact Other Business (Voting) 8
Voter Rationale: A vote AGAINST is warranted because- This item concerns additional instructions from the shareholder to the proxy in case new voting items or counterproposals are introduced at the meeting by shareholders or the board of directors; and- The content of these any new items or counterproposals is not known at this time. Therefore, it is in shareholders' best interest to vote against this item on a precautionary basis.
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