Voting March 2017 - Schroders · Voting March 2017 Schroders is required to publish records of...

Voting March 2017

Schroders is required to publish records of voting in order to achieve compliance with the UK Stewardship Code. According, voting in accordance with our house policy is set out on the following pages.

Vote Summary Report Reporting Period: 03/01/2017 to 03/31/2017

Aberforth Smaller Companies Trust Plc

Meeting Date: 03/01/2017 Country: United Kingdom

Meeting Type: Annual Ticker: ASL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Accept Financial Statements and Statutory Reports

1

For For Approve Remuneration Report 2

For For Approve Remuneration Policy 3

For For Approve Final and Special Dividends 4

For For Re-elect Paul Trickett as Director 5

For For Re-elect David Jeffcoat as Director 6

For For Re-elect Richard Rae as Director 7

For For Re-elect Julia Le Blan as Director 8

For For Re-elect Paula Hay-Plumb as Director 9

For For Reappoint Deloitte LLP as Auditors 10

For For Authorise Audit Committee to Fix Remuneration of Auditors

11

For For Approve Continuation of Company as Investment Trust

12

For For Authorise Market Purchase of Ordinary Shares 13

AECOM

Meeting Date: 03/01/2017 Country: USA

Meeting Type: Annual Ticker: ACM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael S. Burke For For

For For Elect Director James H. Fordyce 1.2

For For Elect Director William H. Frist 1.3

For For Elect Director Linda Griego 1.4

For For Elect Director David W. Joos 1.5

For For Elect Director Robert J. Routs 1.6


AECOM Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Clarence T. Schmitz 1.7

For For Elect Director Douglas W. Stotlar 1.8

For For Elect Director Daniel R. Tishman 1.9

For For Elect Director Janet C. Wolfenbarger 1.10

For For Ratify Ernst & Young LLP as Auditors 2

Against For Amend Omnibus Stock Plan 3

Voter Rationale: >10% dilution.

For For Eliminate Supermajority Vote Requirement for

Business Combinations

4

One Year One Year Advisory Vote on Say on Pay Frequency 5

Against For Advisory Vote to Ratify Named Executive

Officers' Compensation

6

Voter Rationale: Pay for performance misalignment.

Helmerich & Payne, Inc.


Meeting Type: Annual Ticker: HP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Randy A. Foutch For For

For For Elect Director Hans Helmerich 1b

For For Elect Director John W. Lindsay 1c

Against For Elect Director Paula Marshall 1d

Voter Rationale: Attended less than the required amount of board meetings to warrant his/her commitment to the board and/or the company.

For For Elect Director Thomas A. Petrie 1e

For For Elect Director Donald F. Robillard, Jr. 1f

For For Elect Director Edward B. Rust, Jr. 1g

For For Elect Director John D. Zeglis 1h


For For Advisory Vote to Ratify Named Executive


3

One Year None Advisory Vote on Say on Pay Frequency 4


ICG-Longbow Senior Secured UK Property Debt Investments Ltd

Meeting Date: 03/01/2017 Country: Guernsey

Meeting Type: Special Ticker: LBOW

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Revised Investment Policy For Against

Voter Rationale: Increasing the investment risk of the portfolio with little to no increase in return.

Against For Approve Continuation of Company as a

Closed-Ended Collective Investment Scheme

2


Against For Adopt Articles of Incorporation 3


Against For Approve Capital Raising 4


PTC INC.


Meeting Type: Annual Ticker: PTC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Janice D. Chaffin For For

For For Elect Director Phillip M. Fernandez 1.2

For For Elect Director Donald K. Grierson 1.3

For For Elect Director James E. Heppelmann 1.4

For For Elect Director Klaus Hoehn 1.5

For For Elect Director Paul A. Lacy 1.6

For For Elect Director Robert P. Schechter 1.7

For For Elect Director Renato (Ron) Zambonini 1.8

For For Advisory Vote to Ratify Named Executive Officers' Compensation

2


For For Ratify PricewaterhouseCoopers LLP as Auditors 4


AmerisourceBergen Corporation


Meeting Type: Annual Ticker: ABC

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Ornella Barra For For

For For Elect Director Steven H. Collis 1.2

For For Elect Director Douglas R. Conant 1.3

For For Elect Director D. Mark Durcan 1.4

For For Elect Director Richard W. Gochnauer 1.5

For For Elect Director Lon R. Greenberg 1.6

For For Elect Director Jane E. Henney 1.7

For For Elect Director Kathleen W. Hyle 1.8

For For Elect Director Michael J. Long 1.9

For For Elect Director Henry W. McGee 1.10


Against For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: Accelerated vesting upon employment termination.


For For Provide Directors May Be Removed With or

Without Cause

5

Aurubis AG

Meeting Date: 03/02/2017 Country: Germany

Meeting Type: Annual Ticker: NDA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Allocation of Income and Dividends of EUR 1.25 per Share

For For

For For Approve Discharge of Management Board for Fiscal 2015/2016

3

For For Approve Discharge of Supervisory Board for Fiscal 2015/2016

4


Aurubis AG Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Ratify PricewaterhouseCoopers AG as Auditors

for Fiscal 2016/2017

5

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 1.1 Billion; Approve Creation of EUR 57.5 Million Pool of Capital to Guarantee Conversion Rights

6

Coherent, Inc.


Meeting Type: Annual Ticker: COHR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John R. Ambroseo For For

For For Elect Director Jay T. Flatley 1.2

For For Elect Director Susan M. James 1.3

For For Elect Director L. William (Bill) Krause 1.4

For For Elect Director Garry W. Rogerson 1.5

For For Elect Director Steve Skaggs 1.6

For For Elect Director Sandeep Vij 1.7

For For Ratify Deloitte & Touche LLP as Auditors 2


3

Voter Rationale: Accelerated vesting upon employment termination.

One Year None Advisory Vote on Say on Pay Frequency 4


Voter Rationale: Dilution > 10%

CSG Holding Co., Ltd.

Meeting Date: 03/02/2017 Country: China

Meeting Type: Special Ticker: 200012


CSG Holding Co., Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Approve Company's Eligibility for Public Offering

of Corporate Bonds

For For

For For Approve Par Value, Issue Price and Issue Size 1.2

For For Approve Target Subscribers and Placing

Arrangement for Shareholders

1.3

For For Approve Bond Maturity and Bond Type 1.4

For For Approve Bond Interest Rate, Determination Method and Principal Repayment and Interest Payment Method

1.5

For For Approve Guarantee Method 1.6

For For Approve Issue Manner 1.7

For For Approve Use of Proceeds 1.8

For For Approve Safeguard Measures of Debts

Repayment

1.9

For For Approve Listing of the Bonds 1.10

For For Approve Arrangement on Redemption and

Sale-back

1.11

For For Approve Authorization of Board to Handle All

Related Matters

1.12

For For Approve Resolution Validity Period 1.13

Klabin S.A.

Meeting Date: 03/02/2017 Country: Brazil

Meeting Type: Special Ticker: KLBN4

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Absorption of EMBALPLAN INDUSTRIA E COMERCIO DE EMBALAGENS S.A.

For For

For For Approve Agreement to Absorb EMBALPLAN INDUSTRIA E COMERCIO DE EMBALAGENS S.A.

2

For For Ratify Apsis Consultoria Empresarial Ltda. as the Independent Firm to Appraise Proposed

Transaction

3


Klabin S.A. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Independent Firm's Appraisal 4

For For Ratify Actions Carried Out by Company's

Management

5

For For Authorize Board to Ratify and Execute Approved

Resolutions

6

MACOM Technology Solutions Holdings, Inc.


Meeting Type: Annual Ticker: MTSI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Charles Bland For For

For For Elect Director Stephen G. Daly 1.2

For For Elect Director Susan Ocampo 1.3


BH Macro Limited

Meeting Date: 03/03/2017 Country: Guernsey

Meeting Type: Special Ticker: BHMG

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Articles of Incorporation For For

Transcontinental Inc.

Meeting Date: 03/03/2017 Country: Canada

Meeting Type: Annual Ticker: TCL.A


Transcontinental Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jacynthe Cote For For

Withhold For Elect Director Richard Fortin 1.2

Voter Rationale: Lack of independence on the board and key committee due to excessive tenure.

For For Elect Director Isabelle Marcoux 1.3

For For Elect Director Nathalie Marcoux 1.4

For For Elect Director Pierre Marcoux 1.5

For For Elect Director Remi Marcoux 1.6

For For Elect Director Anna Martini 1.7

For For Elect Director Francois Olivier 1.8

For For Elect Director Mario Plourde 1.9

For For Elect Director Jean Raymond 1.10

For For Elect Director Francois R. Roy 1.11

For For Elect Director Annie Thabet 1.12

For For Elect Director Andre Tremblay 1.13

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

2

Oaktree (Lux.) Funds - Oaktree Global Convertible Bond

Meeting Date: 03/06/2017 Country: Luxembourg

Meeting Type: Annual Ticker: N/A

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Receive and Approve Board's Report For For

For For Receive and Approve Auditor's Report 2

For For Approve Financial Statements 3

For For Approve Allocation of Income 4

For For Approve Discharge of Directors 5

For For Elect Directors 6

For For Appoint Auditor 7


Sanmina Corporation


Meeting Type: Annual Ticker: SANM

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Michael J. Clarke For For

For For Elect Director Eugene A. Delaney 1b

For For Elect Director John P. Goldsberry 1c

For For Elect Director Rita S. Lane 1d

For For Elect Director Joseph G. Licata, Jr. 1e

For For Elect Director Mario M. Rosati 1f

For For Elect Director Wayne Shortridge 1g

For For Elect Director Jure Sola 1h

For For Elect Director Jackie M. Ward 1i



Voter Rationale: Dilution is >10%.



4

The Scottish Investment Trust PLC


Meeting Type: Special Ticker: SCIN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Related Party Transaction with Friends Life

For For

For For Authorise Market Purchase of Ordinary Shares Pursuant to the Repurchase Agreement

2


Abu Dhabi Commercial Bank PJSC

Meeting Date: 03/07/2017 Country: United Arab Emirates

Meeting Type: Annual Ticker: ADCB

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Board Report on Company Operations for FY 2016

For For

For For Approve Auditors' Report on Company Financial Statements for FY 2016

2

For For Accept Financial Statements and Statutory Reports for FY 2016

3

For For Approve Dividends Representing 40 Percent of Share Capital for FY 2016

4

For For Approve Discharge of Directors for FY 2016 5

For For Approve Discharge of Auditors for FY 2016 6

For For Approve Remuneration of Directors for FY 2016 7

For For Ratify Auditors and Fix Their Remuneration for FY 2017

8

For For Elect Directors (Bundled) 9

For For Amend Articles of Association to Reflect Changes in Capital

10

For For Approve Employee Share Plan 11

For For Approve Conditions of the Employee Share Plan 12

Daetwyler Holding AG

Meeting Date: 03/07/2017 Country: Switzerland

Meeting Type: Annual Ticker: DAE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Accept Financial Statements and Statutory

Reports

For For


(Non-Binding)

1.2

For For Approve Allocation of Income and Dividends of CHF 0.44 per Registered Share and CHF 2.20 per Bearer Share

2


Daetwyler Holding AG Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Discharge of Board and Senior

Management

3

For For Nominate Juerg Fedier as Candidate at the

Special Meeting of Holders of Bearer Shares

4.1.1

Against For Reelect Paul Haelg as Director and Chairman 4.1.2

Voter Rationale: Lack of independence on the board.

Against For Reelect Hanspeter Faessler as Director 4.1.3


Against For Reelect Gabi Huber as Director 4.1.4


Against For Reelect Ernst Odermatt as Director 4.1.5


Against For Reelect Hanno Ulmer as Director 4.1.6


Against For Reelect Zhiqiang Zhang as Director 4.1.7


For For Elect Juerg Fedier as Director Representing

Bearer Shareholders

4.1.8

Against For Appoint Hanspeter Faessler as Member of the

Compensation Committee

4.2.1

Voter Rationale: Lack of independence on a key committee.

Against For Appoint Gabi Huber as Member of the

Compensation Committee

4.2.2


Against For Appoint Hanno Ulmer as Member of the Compensation Committee

4.2.3


For For Ratify PricewaterhouseCoopers AG as Auditors 4.3

For For Designate Remo Baumann as Independent

Proxy

4.4

Against For Approve Maximum Remuneration of Board of

Directors in the Amount of CHF 3.1 Million

5.1

Voter Rationale: No justification for large increase in board fees.

Against For Approve Maximum Remuneration of Executive

Committee in the Amount of CHF 9.7 Million

5.2

Voter Rationale: Lack of disclosure.

Against For Transact Other Business (Voting) 6

Voter Rationale: Open-ended resolution which could potentially damage minority shareholder interests.


Dunelm Group plc


Meeting Type: Special Ticker: DNLM

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Matters Relating to the Relevant Distribution

None For

Hargreaves Lansdown plc


Meeting Type: Special Ticker: HL.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Matters Relating to the Ratification of Each of the Relevant Distributions and the Confirmation of the Appropriation of the

Distributable Profits of the Company

None For

Henderson UK Retail Warehouse Fund

Meeting Date: 03/07/2017 Country: Jersey

Meeting Type: Special Ticker: N/A

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Change Company Name to UK Retail Warehouse Fund

For For

Patheon N.V.

Meeting Date: 03/07/2017 Country: Netherlands

Meeting Type: Annual Ticker: PTHN


Patheon N.V.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director James C. Mullen For Against

Voter Rationale: Lack of independent representation on the board.

Against For Elect Director Stephan B. Tanda 1B

Voter Rationale: Classified board structure is not in minority shareholders' best interests.

Against For Elect Director Jeffrey P. McMullen 1C


Against For Elect Director Gary P. Pisano 1D


Against For Elect Director Charles I. Cogut 1E

Voter Rationale: Lack of independent representation on the board.


2


For For Adopt Financial Statements and Statutory Reports

4

For For Approve Discharge of Management Board 5


Against For Authorize Repurchase of Up to 50 Percent of Issued Share Capital

7

Voter Rationale: Excessive dilution

Against For Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital Plus 15,356,685 Shares

8


Against For Authorize Board to Exclude Preemptive Rights from Share Issuances

9



Voter Rationale: Possibility of accelerated vesting.

QUALCOMM Incorporated


Meeting Type: Annual Ticker: QCOM


QUALCOMM Incorporated

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Barbara T. Alexander For For

For For Elect Director Jeffrey W. Henderson 1b

For For Elect Director Thomas W. Horton 1c

For For Elect Director Paul E. Jacobs 1d

For For Elect Director Ann M. Livermore 1e

For For Elect Director Harish Manwani 1f

For For Elect Director Mark D. McLaughlin 1g

For For Elect Director Steve Mollenkopf 1h

For For Elect Director Clark T. "Sandy" Randt, Jr. 1i

For For Elect Director Francisco Ros 1j

For For Elect Director Anthony J. Vinciquerra 1k




3

For Against Proxy Access Amendments 4

Voter Rationale: Amendment to the current proxy access provision will further enhance shareholder rights.

Analog Devices, Inc.


Meeting Type: Annual Ticker: ADI

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Ray Stata For For

For For Elect Director Vincent Roche 1b

For For Elect Director James A. Champy 1c

For For Elect Director Bruce R. Evans 1d

For For Elect Director Edward H. Frank 1e

For For Elect Director Mark M. Little 1f


Analog Devices, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Neil Novich 1g

For For Elect Director Kenton J. Sicchitano 1h

For For Elect Director Lisa T. Su 1i



2

Voter Rationale: Lack of disclosure around performance targets.



Hologic, Inc.


Meeting Type: Annual Ticker: HOLX

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Christopher J. Coughlin For For

For For Elect Director Sally W. Crawford 1.2

For For Elect Director Scott T. Garrett 1.3

For For Elect Director Lawrence M. Levy 1.4

For For Elect Director Stephen P. MacMillan 1.5

For For Elect Director Christiana Stamoulis 1.6

For For Elect Director Elaine S. Ullian 1.7

For For Elect Director Amy M. Wendell 1.8


2

Voter Rationale: Over 50% of incentive awarded due to time based rather than performance conditions


For For Adopt Majority Voting for Uncontested Election

of Directors

4



Klabin S.A.


Meeting Type: Annual Ticker: KLBN4

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2016

For For


Against For Elect Directors 3


Against None Elect Director Appointed by Minority

Shareholder

3.1


For For Approve Remuneration of Company's Management

4

Against For Elect Fiscal Council Members 5

Voter Rationale: Not in minority shareholders' best interests.

For None Elect Wolfgang Eberhard Rohrbach as Fiscal Council Member Appointed by Minority

Shareholder

5.1

For For Approve Remuneration of Fiscal Council Members

6

Klabin S.A.


Meeting Type: Special Ticker: KLBN4

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Ratify Capital Increase Re: Exercise of Warrants For For

For For Amend Article 5 to Reflect Changes in Capital 2

Klabin S.A.




Klabin S.A.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Appointed by Preferred

Shareholder

None Against


Against None Elect Fiscal Council Member Appointed by Preferred Shareholder

2


Klabin S.A.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2016

For For



Voter Rationale: Lack of independence.

Against None Elect Director Appointed by Minority Shareholder

3.1

Voter Rationale: Lack of disclosure

For None Elect Director Appointed by Preferred

Shareholder

3.2

For For Approve Remuneration of Company's

Management

4



For None Elect Wolfgang Eberhard Rohrbach as Fiscal Council Member Appointed by Minority Shareholder

5.1

For None Elect Fiscal Council Member Appointed by

Preferred Shareholder

5.2

For For Approve Remuneration of Fiscal Council

Members

6


Klabin S.A.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

For For Accept Financial Statements and Statutory

Reports for Fiscal Year Ended Dec. 31, 2016

1



Voter Rationale: Lack of independence.

For None Elect Director Appointed by Preferred Shareholder

3.2


4




Shareholder

5.1

For None Elect Fiscal Council Member Appointed by Preferred Shareholder

5.2

For For Approve Remuneration of Fiscal Council Members

6

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports for Fiscal Year Ended Dec. 31, 2016

1



Shareholder

3.1


For None Elect Director Appointed by Preferred Shareholder

3.2


4




Shareholder

5.1

For None Elect Fiscal Council Member Appointed by Preferred Shareholder

5.2


Klabin S.A. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Members

6

NNIT A/S

Meeting Date: 03/08/2017 Country: Denmark

Meeting Type: Annual Ticker: NNIT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Accept Financial Statements and Statutory Reports

For For

For For Approve Allocation of Income and Dividends of DKK 2.20 Per Share

3

For For Approve Remuneration of Directors in the Amount of DKK 750,000 for Chairman, DKK 450,000 for Vice Chairman and DKK 300,000 for Other Directors; Approve Remuneration of Committee Work

4

For For Reelect Carsten Dilling as Director and New Chairman

5.1

For For Elect Peter Haahr as New Director and Vice Chairman

5.2

For For Reelect John Beck as Director 5.3a

For For Reelect Anne Broeng as Director 5.3b

For For Reelect Eivind Kolding as Director 5.3c

For For Reelect Rene Stockner as Director 5.3d

Abstain For Ratify PricewaterhouseCoopers as Auditors 6

Voter Rationale: Fees for non-audit services exceed standard annual-related fees on a continued basis.

For For Authorize Share Repurchase Program 7

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

Board

8a


For For Approve Convening of General Meetings and Preparation of Material in English and/or in Danish

8b


The Walt Disney Company


Meeting Type: Annual Ticker: DIS

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Susan E. Arnold For For

For For Elect Director John S. Chen 1b

For For Elect Director Jack Dorsey 1c

For For Elect Director Robert A. Iger 1d

For For Elect Director Maria Elena Lagomasino 1e

For For Elect Director Fred H. Langhammer 1f

For For Elect Director Aylwin B. Lewis 1g

For For Elect Director Robert W. Matschullat 1h

For For Elect Director Mark G. Parker 1i

For For Elect Director Sheryl K. Sandberg 1j

For For Elect Director Orin C. Smith 1k



3

Voter Rationale: Lack of challenging STI performance targets with the individual performance metric set at 30% for the CEO.


For Against Report on Lobbying Payments and Policy 5

Voter Rationale: This is material information for shareholders and they would benefit from greater transparency in order to assess risks and opportunities to these activities.

For Against Proxy Access Bylaw Amendment 6

Voter Rationale: Amendment to the current proxy access provision will further enhance shareholder rights.

Union National Bank - Public Joint Stock Company

Meeting Date: 03/08/2017 Country: United Arab Emirates

Meeting Type: Annual Ticker: UNB


Union National Bank - Public Joint Stock Company

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Board Report on Company Operations

for FY 2016

For For

For For Approve Auditors' Report on Company Financial

Statements for FY 2016

2

For For Accept Consolidated Financial Statements and

Statutory Reports for FY 2016

3

For For Approve Dividends of AED 0.2 per Share 4.1

For For Approve Remuneration of Directors 5

For For Approve Discharge of Directors for FY 2016 6

For For Approve Discharge of Auditors for FY 2016 7

For For Ratify Auditors and Fix Their Remuneration for

FY 2017

8

Applied Materials, Inc.


Meeting Type: Annual Ticker: AMAT

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Judy Bruner For For

For For Elect Director Xun (Eric) Chen 1b

For For Elect Director Aart J. de Geus 1c

For For Elect Director Gary E. Dickerson 1d

For For Elect Director Stephen R. Forrest 1e

For For Elect Director Thomas J. Iannotti 1f

For For Elect Director Alexander A. Karsner 1g

For For Elect Director Adrianna C. Ma 1h

For For Elect Director Dennis D. Powell 1i


2

Voter Rationale: Pay for performance misalignment.



Applied Materials, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction



For For Amend Executive Incentive Bonus Plan 5

For For Ratify KPMG LLP as Auditors 6

Cabot Corporation


Meeting Type: Annual Ticker: CBT

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Juan Enriquez For For

For For Elect Director William C. Kirby 1.2

For For Elect Director Patrick M. Prevost 1.3

For For Elect Director Sean D. Keohane 1.4


2

Voter Rationale: Ability to accelerate vesting at severance.


Against For Approve Omnibus Stock Plan 4



DSV A/S


Meeting Type: Annual Ticker: DSV

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Accept Financial Statements and Statutory

Reports For For


DSV A/S Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Remuneration of Directors for 2017 in the Amount of DKK 1.35 Million for the Chairman; DKK 675,000 for the Vice Chairman, and DKK 450,000 for Other Directors

3

For For Approve Allocation of Income and Dividends of

DKK 1.80 Per Share

4

For For Reelect Kurt Larsen as Director 5.1

For For Reelect Annette Sadolin as Director 5.2

For For Reelect Birgit Norgaard as Director 5.3

For For Reelect Thomas Plenborg as Director 5.4

For For Reelect Robert Steen Kledal as Director 5.5

For For Reelect Jorgen Moller as Director 5.6

For For Ratify PricewaterhouseCoopers as Auditors 6

F5 Networks, Inc.


Meeting Type: Annual Ticker: FFIV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director A. Gary Ames For For

For For Elect Director Sandra E. Bergeron 1b

For For Elect Director Deborah L. Bevier 1c

For For Elect Director Jonathan C. Chadwick 1d

For For Elect Director Michael L. Dreyer 1e

For For Elect Director Alan J. Higginson 1f

For For Elect Director Peter S. Klein 1g

For For Elect Director John McAdam 1h

For For Elect Director Stephen M. Smith 1i


Voter Rationale: Vesting requirement is only 1 year.



F5 Networks, Inc.

Proposal

Number

Proposal Text Mgmt Rec

Vote

Instruction



4

Voter Rationale: Automatic accelerated vesting at a change in control.


Henderson Gartmore Fund - United Kingdom Absolute Return Fund

Meeting Date: 03/09/2017 Country: Luxembourg

Meeting Type: Annual Ticker: FGVQ

Proposal

Number

Proposal Text Mgmt Rec

Vote

Instruction

1 Receive and Approve Board's and Auditor's Reports

For For

For For Approve Financial Statements 2


For For Approve Dividends 4

For For Approve Discharge of Directors 5

For For Re-Elect Les Aitkenhead as Director 6.a

For For Re-Elect Iain Clark as Director 6.b

For For Re-Elect Tony Sugrue as Director 6.c

For For Re-Elect Jeremy Vickerstaff as Director 6.d

For For Re-Elect Steven de Vries as Director 6.e

For For Re-Elect Jean-Claude Wolter as Director 6.f

For For Re-Elect James Bowers as Director 6.g

For For Re-Elect Kevin Adams as Director 6.h

For For Elect Joanna Dentskevich as Director 7

For For Approve Remuneration of Director Les Aitkenhead

8.a

For For Approve Remuneration of Director Jean-Claude Wolter

8.b

For For Approve Remuneration of Director Iain Clark 8.c

For For Approve Remuneration of Director Tony Sugrue 8.d

For For Approve Remuneration of Director Joanna Dentskevich

8.e


Henderson Gartmore Fund - United Kingdom Absolute Return Fund Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Renew Appointment of PricewaterhouseCoopers

as Auditor

9

Against For Transact Other Business (Voting) 10

Voter Rationale: Open-ended resolution which could potentially damage minority shareholder interests.

Rockwell Collins, Inc.


Meeting Type: Special Ticker: COL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Issue Shares in Connection with Merger For For

For For Adjourn Meeting 2

Sinotrans Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Li Guanpeng as Director For For

For For Elect Wang Lin as Director 1B

For For Elect Yu Jianmin as Director 1C

For For Authorize Board to Fix Remuneration of

Directors

2

TDC A/S


Meeting Type: Annual Ticker: TDC


TDC A/S

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Approve Discharge of Management and Board 3

For For Approve Allocation of Income and Dividends 4

For For Reelect Pierre Danon as Director 5a

For For Reelect Stine Bosse as Director 5b

For For Reelect Angus Porter as Director 5c

For For Reelect Pieter Knook as Director 5d

For For Reelect Benoit Scheen as Director 5e

For For Reelect Marianne Rorslev Bock as Director 5f

For For Elect Lene Skole as New Director 5g

For For Ratify PricewaterhouseCoopers as Auditor 6

For For Authorize Share Repurchase Program 7a

For For Approve Guidelines for Incentive-Based Compensation for Executive Management and Board

7b

For For Approve Remuneration of Directors 7c

Against None Ensure Fixed-Line Network for Hjordis Engell 7d

Voter Rationale: Not in shareholder best interests.

Banco Bradesco S.A.


Meeting Type: Annual Ticker: BBDC4

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Reports for Fiscal Year Ended Dec. 31, 2016 For For


For For Fix Number of Directors at Eight 3

Against For Elect Lazaro de Mello Brandao as Director 4.1

Voter Rationale: Lack of independence on board.


Banco Bradesco S.A. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Luiz Carlos Trabuco Cappi as Director 4.2

For For Elect Denise Aguiar Alvarez as Director 4.3

For For Elect Joao Aguiar Alvarez as Director 4.4

Against For Elect Carlos Alberto Rodrigues Guilherme as

Director

4.5


Against For Elect Milton Matsumoto as Director 4.6


Against For Elect Jose Alcides Munhoz as Director 4.7


Against For Elect Aurelio Conrado Boni as Director 4.8



Shareholder

4.9


For None Elect Joao Carlos de Oliveira as Fiscal Council Member and Joao Sabino as Alternate

Appointed by Minority Shareholder

5.1

Against For Approve Remuneration of Company's Management

6

Voter Rationale: Does not meet the disclosure requirements on the CVM.


Members

7

Banco Bradesco S.A.


Meeting Type: Special Ticker: BBDC4

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorize Capitalization of Reserves for Bonus Issue

For For

For For Amend Articles 9, 12, 13, 17, 21, 24 and 27 2


Banco Bradesco S.A.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Director Appointed by Preferred Shareholder

None Against


For None Elect Walter Luis Bernardes Albertoni as Fiscal Council Member and Reginaldo Ferreira Alexandre as Alternate Appointed by Preferred Shareholder

2.2

Voter Rationale: In minority shareholders' best interests.

Banco Bradesco S.A.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

5 Elect Luiz Carlos de Freitas as Fiscal Council Member and Jose Luiz Rodrigues Bueno as

Alternate Appointed by Preferred Shareholder

None Against

Voter Rationale: In support of the other candidates proposed by minority shareholders.

China Merchants China Direct Investments Limited

Meeting Date: 03/10/2017 Country: Hong Kong


Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Grant of Mandate for the Disposal of A Shares in Industrial Bank Co., Ltd. and Related

Transactions

For For


COSCO SHIPPING Ports Limited

Meeting Date: 03/10/2017 Country: Bermuda


Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Transaction Agreement and the Strategic Co-operation Agreement and Related

Transactions

For For

Against For Elect Feng Boming as Director 2

Voter Rationale: Concerns about candidate's independence.

Against For Elect Zhang Wei as Director 3


Against For Elect Chen Dong as Director 4


For For Elect Chan Ka Lok as Director 5

E-MART Inc.

Meeting Date: 03/10/2017 Country: South Korea

Meeting Type: Annual Ticker: A139480

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements and Allocation of

Income

For For

For For Amend Articles of Incorporation 2

For For Elect Lee Gab-Soo as Inside Director 3.1

For For Elect Kweon Hyeuk-Goo as Inside Director 3.2

For For Elect Yang Chun-Man as Inside Director 3.3

For For Elect Lee Jeon-hwan as Outside Director 3.4

For For Elect Park Jae-young as Outside Director 3.5

For For Elect Kim Song-June as Outside Director 3.6

For For Elect Choi Jae-boong as Outside Director 3.7

For For Elect Lee Jeon-hwan as Members of Audit

Committee

4.1


E-MART Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Park Jae-young as Members of Audit

Committee

4.2

For For Elect Kim Song-June as Members of Audit

Committee

4.3

For For Approve Total Remuneration of Inside Directors

and Outside Directors

5

Institutional Cash Series plc- Institutional Sterling Liquidity Fund

Meeting Date: 03/10/2017 Country: Ireland

Meeting Type: Annual Ticker: N/A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Reappoint PricewaterhouseCoopers as Auditors 2

For For Authorise Board to Fix Remuneration of Auditors 3

Korea Petrochemical Ind. Co., Ltd.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect One Inside Director and Two Outside

Directors For For

For For Appoint Choi Yong-seok as Internal Auditor 2



3

For For Authorize Board to Fix Remuneration of Internal

Auditor(s)

4


Mapfre, S.A.

Meeting Date: 03/10/2017 Country: Spain

Meeting Type: Annual Ticker: MAP

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Consolidated and Standalone Financial Statements

For For

For For Approve Allocation of Income and Dividends 2

For For Approve Discharge of Board 3

For For Reelect Adriana Casademont i Ruhi as Director 4

For For Ratify Appointment of and Elect Ana Isabel Fernandez Alvarez as Director

5

For For Ratify Appointment of and Elect Fernando Mata Verdejo as Director

6

For For Elect Francisco Jose Marco Orenes as Director 7

For For Amend Title of Section 2 from Audit Committee to Audit and Compliance Committee

8

For For Amend Article 22 Re: Audit and Compliance Committee

9

For For Amend Title of Section 4 from Risks and Compliance Committee to Risks Committee

10

For For Amend Article 24 Re: Risks Committee 11

For For Amend Article 15 of General Meeting Regulations Re: Attendance of the Audit and

Compliance Committee at Meetings

12

Against For Advisory Vote on Remuneration Report 13


For For Authorize Board to Delegate the Powers Conferred by the General Meeting in Favor of the Executive Committee

14


Resolutions

15

For For Authorize Board to Clarify or Interpret Preceding

Resolutions

16

POSCO




POSCO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Income

For For

For For Elect Kim Shin-bae as Outside Director 2.1.1

For For Elect Jang Seung-hwa as Outside Director 2.1.2

For For Elect Jeong Moon-gi as Outside Director 2.1.3

For For Elect Jang Seung-hwa as Members of Audit

Committee

2.2.1

For For Elect Jeong Moon-gi as Members of Audit

Committee

2.2.2

For For Elect Kwon Oh-joon as Inside Director 2.3.1

For For Elect Oh In-hwan as Inside Director 2.3.2

For For Elect Choi Jeong-woo as Inside Director 2.3.3

For For Elect Jang In-hwa as Inside Director 2.3.4

For For Elect Yoo Seong as Inside Director 2.3.5

Against For Approve Total Remuneration of Inside Directors


3

Voter Rationale: Excessive increase in remuneration without justification.

Trusco Nakayama Corporation

Meeting Date: 03/10/2017 Country: Japan

Meeting Type: Annual Ticker: 9830

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Nakayama, Tetsuya For For

For For Elect Director Nakai, Takashi 1.2

For For Elect Director Yabuno, Tadahisa 1.3

For For Elect Director Saito, Kenichi 1.4

For For Elect Director Hagihara, Kuniaki 1.5

Against For Appoint Alternate Statutory Auditor Nomura,

Kohei

2

Voter Rationale: Lack of independence


National Bank of Kuwait K.S.C.P.

Meeting Date: 03/11/2017 Country: Kuwait

Meeting Type: Annual/Special Ticker: NBK

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For


2

For For Approve Special Report on Penalties for FY 2016 3

For For Accept Financial Statements and Statutory Reports for FY 2016

4

For For Approve Discontinuing the Deduction from Profits to the Statutory Reserve for FY 2016

5

For For Approve Dividends of KWD 0.03 per Share in Cash

6.a

For For Authorize 1:20 Bonus Shares Issue Representing 5 Percent of the Share Capital

6.b

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

7

Against For Authorize Issuance of Bonds/Debentures/Sukuk and Authorize Board to Set Terms of Issuance

8


Against For Approve Related Party Transactions for FY 2017 9


Against For Approve Directors' Loans for FY 2017 10


For For Approve Discharge of Directors and Absence of Their Remuneration for FY 2016

11

For For Ratify Auditors and Fix Their Remuneration for FY 2017

12

For For Amend Article 4 of Memorandum of Association and Article 4 of Bylaws Re: Corporate Purpose

1

For For Amend Article 5 of Memorandum of Association and Article 5 of Bylaws to Reflect Changes in

Capital

2


Mobile Telecommunications Company K.S.C.P.

Meeting Date: 03/12/2017 Country: Kuwait

Meeting Type: Annual Ticker: ZAIN

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For

For For Approve Corporate Governance Report and Examination Report for FY 2016

2


3

Against For Accept Financial Statements and Statutory Reports for FY 2016

4


For For Approve Special Report on Penalties for FY 2016 5

For For Approve Dividends of KWD 0.035 per Share 6

For For Approve Remuneration of Directors of KWD

275,200 for FY 2016

7

For For Authorize Share Repurchase Program of Up to

10 Percent of Issued Share Capital

8

Against For Approve Related Party Transactions 9


Against For Approve Discharge of Directors for FY 2016 10


Against For Ratify Auditors and Fix Their Remuneration for FY 2017

11


Against For Elect Directors (Bundled) 12


Bermaz Auto Berhad

Meeting Date: 03/13/2017 Country: Malaysia

Meeting Type: Special Ticker: BAUTO


Bermaz Auto Berhad

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Listing of Bermaz Auto Philippines Inc. on the Main Board of the Philippine Stock Exchange, Inc.

For For

Against For Approve Allocation of Options to Yeoh Choon

San Under the ESOP

2

Voter Rationale: Options issued at a discount

Against For Approve Allocation of Options to Lee Kok Chuan Under the ESOP

3

Voter Rationale: Options issued at a discount

Posco Chemtech Company Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Income

For For

For For Elect Lee Young-hoon as Inside Director 2.1

For For Elect Choi Eun-joo as Inside Director 2.2

For For Elect Jeong Gi-seop as Non-independent Non-executive Director

2.3

For For Appoint Hwang Seok-yeon as Internal Auditor 3

For For Approve Total Remuneration of Inside Directors and Outside Directors

4

For For Authorize Board to Fix Remuneration of Internal Auditors

5

Posco Daewoo Corporation




Posco Daewoo Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Income

For For

For For Amend Articles of Incorporation 2

For For Elect Kim Yeong-sang as Inside Director 3.1.1

For For Elect Jeon Gook-hwan as Inside Director 3.1.2

For For Elect Jeong Tak as Non-independent

Non-executive Director

3.2

For For Elect Choi Do-seong as Outside Director 3.3.1

For For Elect Song Byeong-joon as Outside Director 3.3.2

For For Elect Choi Do-seong as Members of Audit

Committee

4.1

For For Elect Song Byeong-joon as Members of Audit

Committee

4.2



5

Powszechna Kasa Oszczednosci Bank Polski SA

Meeting Date: 03/13/2017 Country: Poland

Meeting Type: Special Ticker: PKO

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Elect Meeting Chairman For For

For None Approve Remuneration Policy for Management Board Members

5

For None Approve Remuneration Policy for Supervisory Board Members

6

For For Amend Statute 7

SSP Group plc


Meeting Type: Annual Ticker: SSPG


SSP Group plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For


For For Approve Final Dividend 3

For For Re-elect Vagn Sorensen as Director 4

For For Re-elect John Barton as Director 5

For For Re-elect Kate Swann as Director 6

For For Re-elect Jonathan Davies as Director 7

For For Re-elect Ian Dyson as Director 8

For For Re-elect Denis Hennequin as Director 9

For For Re-elect Per Utnegaard as Director 10

For For Reappoint KPMG LLP as Auditors 11


For For Authorise EU Political Donations and

Expenditure

13

For For Authorise Issue of Equity with Pre-emptive

Rights

14

For For Authorise Issue of Equity without Pre-emptive

Rights

15

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

16


For For Authorise the Company to Call General Meeting

with Two Weeks' Notice

18

The Cooper Companies, Inc.


Meeting Type: Annual Ticker: COO

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director A. Thomas Bender For For


The Cooper Companies, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Colleen E. Jay 1.2

For For Elect Director Michael H. Kalkstein 1.3

For For Elect Director William A. Kozy 1.4

For For Elect Director Jody S. Lindell 1.5

For For Elect Director Gary S. Petersmeyer 1.6

For For Elect Director Allan E. Rubenstein 1.7

For For Elect Director Robert S. Weiss 1.8

For For Elect Director Stanley Zinberg 1.9

For For Ratify KPMG LLP as Auditors 2

For For Approve Executive Incentive Bonus Plan 3



4


BowLeven plc


Meeting Type: Special Ticker: BLVN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Christopher Ashworth, a Shareholder Nominee to the Board

Against Against

Against Against Elect Eli Chahin, a Shareholder Nominee to the Board

2

Against Against Remove William Allan as Director 3

Against Against Remove Kerry Crawford as Director 4

Against Against Remove Kevin Hart as Director 5

Against Against Remove John Martin as Director 6

Against Against Remove Tim Sullivan as Director 7

Against Against Remove Philip Tracy as Director 8

Against Against Remove Any Person Appointed as a Director since the Date of the Requisition of the General Meeting

9


Cheung Kong Infrastructure Holdings Ltd



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Consortium Formation Agreement and Related Transactions

For For

Cheung Kong Property Holdings Ltd.

Meeting Date: 03/14/2017 Country: Cayman Islands


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Connected Transaction Between the Company and Cheung Kong Infrastructure Holdings Limited Pursuant to the Consortium

Formation Agreement

For For

Commercial International Bank (Egypt) SAE

Meeting Date: 03/14/2017 Country: Egypt

Meeting Type: Annual Ticker: COMI

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Board Report on Company Operations for FY16

For For

For For Approve Auditors' Report on Company Financial Statements for FY16

2

For For Accept Financial Statements and Statutory Reports for FY16

3

For For Approve Allocation of Income for FY16 and Authorize the Board to Fix and Distribute

Employee's Share in the Profits

4

For For Approve Discharge Directors for FY16 and Fix their Remuneration for FY17

5

For For Ratify Auditors and Fix Their Remuneration for FY17

6


Commercial International Bank (Egypt) SAE Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Charitable Donations for FY16 and

FY17

7

For For Approve Remuneration of Committee Members

for FY17

8

For For Elect Hisham Ezz Al Arab as Director 9.1

For For Elect Medhat Hassanein as Director 9.2

For For Elect Jawaid Ahmed Mirza as Director 9.3

For For Elect Sherif Hussein Kamel as Director 9.4

For For Elect Yasser Zaki Hashem as Director 9.5

For For Elect Mark William Richards as Director 9.6

For For Elect Bijan Khorsowshahi as Director 9.7

For For Approve Related Party Transactions 10

Hill-Rom Holdings, Inc.


Meeting Type: Annual Ticker: HRC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Rolf A. Classon For For

For For Elect Director William G. Dempsey 1.2

For For Elect Director Mary Garrett 1.3

For For Elect Director James R. Giertz 1.4

For For Elect Director Charles E. Golden 1.5

For For Elect Director John J. Greisch 1.6

For For Elect Director William H. Kucheman 1.7

For For Elect Director Ronald A. Malone 1.8

For For Elect Director Nancy M. Schlichting 1.9

For For Elect Director Stacy Enxing Seng 1.10


2

Voter Rationale: Ability to accelerate vesting upon employment termination.


Hill-Rom Holdings, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


KULICKE AND SOFFA INDUSTRIES, INC.


Meeting Type: Annual Ticker: KLIC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Garrett E. Pierce For For

For For Elect Director Chin Hu Lim 1.2


For For Approve Omnibus Stock Plan 3


4


NeuStar, Inc.


Meeting Type: Special Ticker: NSR

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Merger Agreement For For

For For Advisory Vote on Golden Parachutes 2


PT Bank Mandiri (Persero) Tbk

Meeting Date: 03/14/2017 Country: Indonesia

Meeting Type: Annual Ticker: BMRI


PT Bank Mandiri (Persero) Tbk

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements, Statutory Reports, Approve Annual Report of the Partnership and Community Development Program (PCDP), and Discharge of Directors and Commissioners

For For


For For Appoint Auditors of the Company and PCDP 3

For For Approve Remuneration and Bonus of Directors

and Commissioners

4

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

5

For For Amend Articles of Association 6

For For Elect Directors and Commissioners 7

Steinhoff International Holdings N.V.

Meeting Date: 03/14/2017 Country: Netherlands

Meeting Type: Annual Ticker: SNH

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

4 Adopt Financial Statements and Statutory Reports

For For

For For Approve Dividends of EUR 0.15 Per Share 6

For For Approve Discharge of Management Board 7

For For Approve Discharge of Supervisory Board 8

Against For Elect C.E.Draun to Supervisory Board 9b

Voter Rationale: Lack of independence on the Board.

For For Elect B.E. Steinhoff to Supervisory Board 9c

Against For Elect C.H. Wiese to Supervisory Board 9d


Against For Elect J. Naidoo to Supervisory Board 9e



Steinhoff International Holdings N.V. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Remuneration of Supervisory Board 10

For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

11

For For Authorize Board to Exclude Preemptive Rights

from Share Issuances

12

For For Authorize Repurchase of Up to 20 Percent of

Issued Share Capital

13

For For Ratify Deloitte as Auditors 14

Agilent Technologies, Inc.


Meeting Type: Annual Ticker: A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Heidi Kunz For For

For For Elect Director Sue H. Rataj 1.2

For For Elect Director George A. Scangos 1.3


2

Voter Rationale: Ability to accelerate vesting upon employment termination



Axfood AB

Meeting Date: 03/15/2017 Country: Sweden

Meeting Type: Annual Ticker: AXFO

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Chairman of Meeting For For

For For Prepare and Approve List of Shareholders 2


Axfood AB Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Agenda of Meeting 3

For For Designate Inspector(s) of Minutes of Meeting 4

For For Acknowledge Proper Convening of Meeting 5


Reports

8

For For Approve Discharge of Board and President 9

For For Approve Allocation of Income and Dividends of

SEK 6 Per Share

10

For For Determine Number of Members (7) and Deputy

Members (0) of Board

12

For For Approve Remuneration of Directors in the Aggregate Amount of SEK 3,225,000; Approve Remuneration of Auditors

13

For For Reelect Antonia Ax:son Johnson, Fabian Bengtsson, Caroline Berg, Mia Brunell Livfors (Chairman), Ann Carlsson and Lars Olofsson as Directors; Elect Christer Åberg as New Director

14

For For Approve Principles for the Designation of

Nominating Committee

15

For For Approve Remuneration Policy And Other Terms

of Employment For Executive Management

16

For For Approve Long-Term Incentive Plan (LTIP 2017) 17a

For For Approve Equity Plan Financing for LTIP 2017 17b

For For Approve Employee Share Purchases in

Subsidiaries

18

China Cinda Asset Management Co., Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve 2015 Remuneration Settlement Scheme for Directors

For For

For For Approve 2015 Remuneration Settlement Scheme for Supervisors

2


China Cinda Asset Management Co., Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve 2017 Fixed Assets Investment Budget 3

For For Elect Liu Chong as Director 4

CSI Properties Ltd



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Sale and Purchase Agreement and Related Transactions

For For

Jammu & Kashmir Bank Ltd. (The)

Meeting Date: 03/15/2017 Country: India


Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Issuance of Shares to the Government of Jammu and Kashmir, Promoter and Majority Shareholder of the Bank

For For

JBS S.A.


Meeting Type: Special Ticker: JBSS3

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Approve Agreement to Absorb Moy Park Lux Holdings S.a r.L (Moy Park Lux)

For For

For For Approve Agreement to Absorb Friboi Trade Exportacao e Importacao Ltda. (Friboi Trade)

1.2


JBS S.A. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Ratify APSIS Consultoria Empresarial Ltda. as the Independent Firm to Appraise Proposed Transactions

1.3

For For Approve Independent Firm's Appraisals 1.4

For For Approve Absorption of Moy Park Lux Holdings S.a r.L (Moy Park Lux) and Friboi Trade Exportacao e Importacao Ltda. (Friboi Trade)

1.5

For For Ratify Election of Norberto Fatio as Independent

Director

2

Nippon Building Fund Inc.

Meeting Date: 03/15/2017 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Reflect Changes in Law For For

For For Elect Executive Director Kageyama, Yoshiki 2

For For Elect Alternate Executive Director Tanaka, Kenichi

3.1

For For Elect Alternate Executive Director Shibata, Morio 3.2

For For Elect Supervisory Director Goto, Hakaru 4.1

For For Elect Supervisory Director Yamazaki, Masahiko 4.2

For For Elect Supervisory Director Kawakami, Yutaka 4.3

Oxford Biodynamics Plc


Meeting Type: Annual Ticker: OBD

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Reports For For

For For Elect Christian Hoyer Millar as Director 2


Oxford Biodynamics Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Alexandre Akoulitchev as Director 3

For For Elect Alison Kibble as Director 4

For For Elect David Williams as Director 5

For For Elect Katie Long as Director 6

For For Elect Stephen Diggle as Director 7

For For Appoint KPMG LLP as Auditors 8


For For Authorise Issue of Equity with Pre-emptive

Rights

10

For For Authorise Issue of Equity without Pre-emptive

Rights

11


Pandora A/S


Meeting Type: Annual Ticker: PNDORA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Approve Remuneration of Directors for 2016 3.1

For For Approve Amended Remuneration Policy Regarding the Board of Directors

3.2

For For Approve Remuneration of Directors for 2017 in the Amount of DKK 1.5 Million for Chairman, DKK 750,000 for Vice Chairman, and DKK 500,000 for Other Directors; Approve Remuneration for Committee Work

3.3

For For Approve Allocation of Income and Dividends of DKK 9 Per Share

4

For For Approve Discharge of Management and Board 5

For For Reduce Par Value from DKK 1 to DKK 0.01 per Share

6.1

For For Approve DKK 4.5 Million Reduction in Share Capital via Share Cancellation

6.2

For For Authorize Share Repurchase Program 6.3


Pandora A/S Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Authorize the Board to Decide on Distribution of Extraordinary Dividends of Maximum DKK 27 Per Share Prior to 2018 AGM

6.4

For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with Danish Authorities

6.5

For For Reelect Peder Tuborgh (Chairman) as Director 7.1

For For Reelect Christian Frigast (Deputy Chairman) as

Director

7.2

For For Reelect Allan Leslie Leighton (Co-Deputy

Chairman) as Director

7.3

For For Reelect Andrea Dawn Alvey as Director 7.4

For For Reelect Ronica Wang as Director 7.5

For For Reelect Anders Boyer-Sogaard as Director 7.6

For For Reelect Bjorn Gulden as Director 7.7

For For Reelect Per Bank as Director 7.8

For For Reelect Michael Hauge Sorensen as Director 7.9

For For Reelect Birgitta Stymne Goransson as Director 7.10

For For Ratify Ernst & Young as Auditor 8

PT Bank Rakyat Indonesia (Persero) Tbk

Meeting Date: 03/15/2017 Country: Indonesia

Meeting Type: Annual Ticker: BBRI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Annual Report, Financial Statements, Statutory Reports, and Approve Annual Report of the Partnership and Community Development Program (PCDP), Discharge of Directors and Commissioners, and Use of Proceeds of Bond

For For


For For Approve Remuneration and Tantiem of Directors and Commissioners

3

For For Appoint Auditors of the Company and PCDP 4


PT Bank Rakyat Indonesia (Persero) Tbk Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

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

5

For For Amend Articles of Association 6

For For Elect Directors and/or Commissioners 7

Sungchang Enterprise Holdings Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements and Allocation of Income

For Against

Voter Rationale: Lack of disclosure regarding the decrease of the payout ratio to make an informed decision.

Against Against Amend Articles of Incorporation 2

For For Elect Lee Chang-gyu as Outside Director 3

For For Approve Total Remuneration of Inside Directors and Outside Directors

4

For For Authorize Board to Fix Remuneration of Internal Auditors

5

Arca Continental S.A.B. de C.V.

Meeting Date: 03/16/2017 Country: Mexico

Meeting Type: Special Ticker: AC *

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Transaction with Related-Party The

Coca-Cola Company

For For


Resolutions

2

For For Approve Minutes of Meeting 3


Banco Bilbao Vizcaya Argentaria, S.A.


Meeting Type: Annual Ticker: BBVA

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Approve Consolidated and Standalone Financial Statements

For For

For For Approve Allocation of Income and Dividends 1.2

For For Approve Discharge of Board 1.3

For For Reelect Jose Manuel Gonzalez-Paramo Martinez-Murillo as Director

2.1

For For Reelect Carlos Loring Martinez de Irujo as Director

2.2

For For Reelect Susana Rodriguez Vidarte as Director 2.3

For For Reelect Tomas Alfaro Drake as Director 2.4

For For Reelect Lourdes Maiz Carro as Director 2.5

For For Authorize Capitalization of Reserves for Scrip Dividends

3

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: The stock that could be issued represents more than 10 percent of the current outstanding shares.

Against For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR 8 Billion

5

Voter Rationale: Exceeds our recommended pre-emption guidelines.


For For Fix Maximum Variable Compensation Ratio 7

For For Appoint KPMG Auditores as Auditor 8

For For Authorize Board to Ratify and Execute Approved Resolutions

9

For For Advisory Vote on Remuneration Report 10



Meeting Type: Annual Ticker: BBVA



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Approve Consolidated and Standalone Financial

Statements

For For

For For Approve Allocation of Income and Dividends 1.2

For For Approve Discharge of Board 1.3

For For Reelect Jose Manuel Gonzalez-Paramo

Martinez-Murillo as Director

2.1

For For Reelect Carlos Loring Martinez de Irujo as

Director

2.2

For For Reelect Susana Rodriguez Vidarte as Director 2.3

For For Reelect Tomas Alfaro Drake as Director 2.4

For For Reelect Lourdes Maiz Carro as Director 2.5

For For Authorize Capitalization of Reserves for Scrip

Dividends

3

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: The stock that could be issued exceeds our pre-emption guidelines.

Against For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities without Preemptive Rights up to EUR 8 Billion

5

Voter Rationale: The stock that could be issued exceeds our pre-emption guidelines.


For For Fix Maximum Variable Compensation Ratio 7

For For Appoint KPMG Auditores as Auditor 8

For For Authorize Board to Ratify and Execute Approved Resolutions

9

For For Advisory Vote on Remuneration Report 10

CenturyLink, Inc.


Meeting Type: Special Ticker: CTL


CenturyLink, Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Merger For For


China Shipping Development Co., Ltd.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Provision for Liabilities in Respect of Estimated Losses on Chartering Contracts

For For

Fomento Economico Mexicano S.A.B. de C.V. FEMSA


Meeting Type: Annual Ticker: FEMSA UBD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Accept Report on Adherence to Fiscal

Obligations

2

For For Approve Allocation of Income and Cash

Dividends

3

For For Set Maximum Amount of Share Repurchase

Program

4

For For Elect Directors and Secretaries, Verify Director's Independence Classification as Per Mexican Securities Law, and Approve their Remuneration

5

For For Elect Members and Chairmen of Finance and Planning, Audit, and Corporate Practices Committees; Approve Their Remuneration

6


Resolutions

7


Fomento Economico Mexicano S.A.B. de C.V. FEMSA Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Minutes of Meeting 8

Fomento Economico Mexicano S.A.B. de C.V. FEMSA


Meeting Type: Annual Ticker: FEMSA UBD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Accept Report on Adherence to Fiscal Obligations

2

For For Approve Allocation of Income and Cash Dividends

3

For For Set Maximum Amount of Share Repurchase Program

4

For For Elect Directors and Secretaries, Verify Director's Independence Classification as Per Mexican Securities Law, and Approve their Remuneration

5

For For Elect Members and Chairmen of Finance and Planning, Audit, and Corporate Practices Committees; Approve Their Remuneration

6

For For Authorize Board

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