Voting November 2017 - Schroders€¦ · Voting November 2017 Schroders is required to publish...

Voting November 2017

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

Vote Summary Report Date range covered: 11/01/2017 to 11/30/2017

Amcor Limited

Meeting Date: 11/01/2017 Country: Australia

Meeting Type: Annual Ticker: AMC

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Paul Brasher as Director 2a

For For Elect Eva Cheng as Director 2b

For For Elect Tom Long as Director 2c

For For Approve the Grant of Options and Performance Shares to Ron Delia

3

For For Approve the Potential Termination Benefits 4

For For Approve the Remuneration Report 5

Bingo Industries Limited


Meeting Type: Annual Ticker: BIN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Daniel Girgis as Director For For

For For Appoint Deloitte Touche Tohmatsu as Auditor of

the Company

2

For For Approve Remuneration Report 3

Fortress Income Fund Ltd

Meeting Date: 11/01/2017 Country: South Africa

Meeting Type: Annual Ticker: FFA

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Vuso Majija as Director For For

For For Elect Bongiwe Njobe as Director 1.2

For For Re-elect Jeff Zidel as Director 2.1


Fortress Income Fund Ltd Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Tshiamo Matlapeng-Vilakazi as Director 2.2

For For Re-elect Jan Potgieter as Director 2.3

For For Re-elect Djurk Venter as Member of the Audit

Committee

3.1

For For Re-elect Jan Potgieter as Member of the Audit

Committee

3.2

For For Re-elect Kura Chihota as Member of the Audit

Committee

3.3

For For Reappoint Deloitte & Touche as Auditors of the Company with Bester Greyling as the Designated Audit Partner

4

For For Authorise Board to Fix Remuneration of the

Auditors

5

For For Authorise Board to Issue Shares for Cash 6

For For Authorise Issue of Shares for Cash for Black

Economic Empowerment Purposes

7

For For Approve Incentive Plan 8

For For Approve Remuneration Policy 9

For For Approve Financial Assistance in Terms of

Section 45 of the Companies Act

1

Against For Authorise Repurchase of Issued Share Capital 2

Voter Rationale: Request for more than 10% of issued share capital

For For Approve Financial Assistance for the Purchase of

Subscription for its Shares to a BEE Entity

3



4

For For Approve Non-executive Directors' Remuneration 5

For For Approve Change of Company Name to Fortress

REIT Limited

6

For For Authorise Ratification of Approved Resolutions 10

KLA-Tencor Corporation

Meeting Date: 11/01/2017 Country: USA

Meeting Type: Annual Ticker: KLAC


KLA-Tencor Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Edward W. Barnholt For For

For For Elect Director Robert M. Calderoni 1.2

For For Elect Director John T. Dickson 1.3

For For Elect Director Emiko Higashi 1.4

For For Elect Director Kevin J. Kennedy 1.5

For For Elect Director Gary B. Moore 1.6

For For Elect Director Kiran M. Patel 1.7

For For Elect Director Robert A. Rango 1.8

For For Elect Director Richard P. Wallace 1.9

For For Elect Director David C. Wang 1.10

For For Ratify PricewaterhouseCoopers LLP as Auditors 2

Against For Advisory Vote to Ratify Named Executive

Officers' Compensation

3

Voter Rationale: The minimum vesting period is less than three years

One Year One Year Advisory Vote on Say on Pay Frequency 4

Link Administration Holdings Ltd


Meeting Type: Annual Ticker: LNK

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Peeyush Gupta as Director For For

For For Elect Sally Pitkin as Director 2


For For Approve the Link Group Omnibus Equity Plan 4

For For Approve the Grant of Performance Share Rights

to John McMurtrie

5


AVI Ltd


Meeting Type: Annual Ticker: AVI

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports for the Year Ended 30 June 2017

For For

Abstain For Reappoint KPMG Inc as Auditors of the Company

2

Voter Rationale: An ABSTENTION on this item is warranted, due to the termination of KPMG as the Company's external auditors.

For For Re-elect Simon Crutchley as Director 3

For For Re-elect Owen Cressey as Director 4

For For Re-elect Gavin Tipper as Director 5

For For Re-elect Michael Bosman as Chairman of the Audit and Risk Committee

6

For For Re-elect Neo Dongwana as Member of the Audit and Risk Committee

7

For For Re-elect James Hersov as Member of the Audit and Risk Committee

8

For For Approve Fees Payable to the Current Non-executive Directors, Excluding the Chairmanof the Board and the Foreign Non-executive Director, Adriaan Nuhn

9

For For Approve Fees Payable to the Chairman of the Board

10

For For Approve Fees Payable to the Foreign Non-executive Director, Adriaan Nuhn

11

For For Approve Fees Payable to the Members of the Remuneration, Nomination andAppointments

Committee

12

For For Approve Fees Payable to the Members of the Audit and Risk Committee

13

For For Approve Fees Payable to the Members of the Social and Ethics Committee

14

For For Approve Fees Payable to the Chairman of the Remuneration, Nomination andAppointments

Committee

15

For For Approve Fees Payable to the Chairman of the Audit and Risk Committee

16

For For Approve Fees Payable to the Chairman of the Social and Ethics Committee

17

For For Authorise Repurchase of Issued Share Capital 18



Catalent, Inc.


Meeting Type: Annual Ticker: CTLT

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Rolf Classon For Against

Voter Rationale: A vote AGAINST Rolf Classon and Gregory Lucier is warranted for the board's failure to remove, or submit to a sunset provision, the classified board and supermajority vote requirement to enact certain changes to the charter, which materially impacts shareholder rights

Against For Elect Director Gregory T. Lucier 1b

Voter Rationale: A vote AGAINST Rolf Classon and Gregory Lucier is warranted for the board's failure to remove, or submit to a sunset provision, the classified board and supermajority vote requirement to enact certain changes to the charter, which materially impacts shareholder rights

For For Elect Director Uwe Rohrhoff 1c

For For Ratify Ernst & Young LLP as Auditors 2

For For Advisory Vote to Ratify Named Executive Officers' Compensation

3

For For Eliminate Supermajority Vote Requirement to Amend Bylaws

4

For For Eliminate Supermajority Vote Requirement for Removal of Directors

5

For For Amend Articles To Eliminate Obsolete Provisions and Make Other Non-Substantive and Conforming Changes

6

Downer EDI Ltd.


Meeting Type: Annual Ticker: DOW

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Elect Mike Harding as Director For For

Against For Approve the Remuneration Report 3

Voter Rationale: STI hurdle relating to free cash flow was adjusted which resulting in full achievement.

For For Approve the Grant of Performance Rights to

Grant Fenn

4


Downer EDI Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against Against Approve Requisitioned Resolution- Powers of

the Board

5

Voter Rationale: The proposal asks the board to ensure the business is managed in line with the 2 degree global warming objective. The company already displays the best practices related to climate change risk management, thereby already addressing the proponent's request. A vote "against" is warranted.

Fairfax Media Ltd.


Meeting Type: Annual Ticker: FXJ

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Capital Reduction For For

For For Elect Mickie Rosen as Director 2

For For Elect Todd Sampson as Director 3

For For Approve Grant of Performance Shares and

Performance Rights to Gregory Hywood

4


For For Approve the Potential Termination Benefits of

Antony Catalano

6

Fairfax Media Ltd.


Meeting Type: Court Ticker: FXJ

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve the Scheme of Arrangement Between the Fairfax Media Limited and Its Shareholders

For For

Perpetual Ltd.


Meeting Type: Annual Ticker: PPT


Perpetual Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports

For For


Voter Rationale: The minimum vesting period is less than three years.

For For Elect Tony D'Aloiso as Director 3

Against For Approve Issuance of Share Rights to Geoff Lloyd 4


PT Bank Negara Indonesia (Persero) Tbk

Meeting Date: 11/02/2017 Country: Indonesia

Meeting Type: Special Ticker: BBNI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Directors and Commissioners For Against

Voter Rationale: Lack of disclosure

Smartone Telecommunications Holdings Ltd.

Meeting Date: 11/02/2017 Country: Bermuda

Meeting Type: Annual Ticker: 315

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Approve Final Dividend 2

For For Elect Fung Yuk-lun, Allen as Director 3.1a

For For Elect Chan Kai-lung, Patrick as Director 3.1b

For For Elect Chau Kam-kun, Stephen as Director 3.1c


Smartone Telecommunications Holdings Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Elect Ng Leung-sing as Director 3.1d

Voter Rationale: Length of tenure compromises independence on key committees

For For Elect Lam Kwok-fung, Kenny as Director 3.1e

For For Authorize Board to Fix Remuneration of

Directors

3.2

For For Approve PricewaterhouseCoopers as Auditor

and Authorize Board to Fix Their Remuneration

4

For For Approve Issuance of Equity or Equity-Linked

Securities without Preemptive Rights

5

For For Authorize Repurchase of Issued Share Capital 6

For For Authorize Reissuance of Repurchased Shares 7

The Go-Ahead Group plc

Meeting Date: 11/02/2017 Country: United Kingdom

Meeting Type: Annual Ticker: GOG

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Financial Statements and Statutory Reports

For For



For For Elect Harry Holt as Director 4

For For Elect Leanne Wood as Director 5

For For Re-elect Andrew Allner as Director 6

For For Re-elect Katherine Innes Ker as Director 7

For For Re-elect Adrian Ewer as Director 8

For For Re-elect David Brown as Director 9

For For Re-elect Patrick Butcher as Director 10

For For Reappoint Deloitte LLP as Auditors 11

For For Authorise Board to Fix Remuneration of Auditors 12

For For Authorise EU Political Donations and Expenditure

13


The Go-Ahead Group plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Authorise Issue of Equity with Pre-emptive

Rights

14

For For Authorise Issue of Equity without Pre-emptive

Rights

15

For For Authorise Market Purchase of Ordinary Shares 16

For For Authorise the Company to Call General Meeting

with Two Weeks' Notice

17

Truworths International Ltd


Meeting Type: Annual Ticker: TRU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports for the Year Ended 2 July 2017

For For

Against For Re-elect Hilton Saven as Director 2.1

Voter Rationale: Length of tenure compromises independence and role on key committee

Against For Re-elect Michael Thompson as Director 2.2


For For Re-elect Roddy Sparks as Director 2.3

For For Re-elect Thandi Ndlovu as Director 2.4



For For Reappoint Ernst & Young Inc. as Auditors of the Company with Tina Rookledge as the Registered Auditor and Authorise Their Remuneration

5

For For Approve Remuneration of Non-executive

Directors

6

Against For Re-elect Michael Thompson as Member of the

Audit Committee

7.1


For For Re-elect Robert Dow as Member of the Audit Committee

7.2

For For Re-elect Roddy Sparks as Member of the Audit Committee

7.3


Truworths International Ltd Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Approve Remuneration Policy 8.1

Voter Rationale: Non financial performance targets and lack of disclosure.

For For Approve Implementation Report 8.2

For For Approve Social and Ethics Committee Report 9

Against For Re-elect Michael Thompson as Member of the

Social and Ethics Committee

10.1


For For Re-elect Thandi Ndlovu as Member of the Social and Ethics Committee

10.2

For For Re-elect David Pfaff as Member of the Social and Ethics Committee

10.3

For For Approve Financial Assistance to Related or Inter-related Company

11

United Company RUSAL Plc

Meeting Date: 11/02/2017 Country: Jersey

Meeting Type: Special Ticker: 486

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Adopt Chinese Name of the Company and Amend the Corresponding Memorandum and Articles of Association

For For

Weibo Corporation

Meeting Date: 11/02/2017 Country: Cayman Islands

Meeting Type: Annual Ticker: WB

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Charles Chao For For

For For Elect Director Daniel Yong Zhang 2


Western Digital Corporation


Meeting Type: Annual Ticker: WDC

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Martin I. Cole For For

For For Elect Director Kathleen A. Cote 1b

Against For Elect Director Henry T. DeNero 1c

Voter Rationale: Length of tenure compromises position as chair of key committee

Against For Elect Director Michael D. Lambert 1d

Voter Rationale: Length of tenure compromises position as chair of key committee

For For Elect Director Len J. Lauer 1e

For For Elect Director Matthew E. Massengill 1f

For For Elect Director Stephen D. Milligan 1g

For For Elect Director Paula A. Price 1h



2

Voter Rationale: The compensation committee changed the criteria applicable to previously granted performance share awards at the end of the performance period. Performance against the original goals was well below target, while after the change performance was assessed to be near target.


Against For Amend Omnibus Stock Plan 4

Voter Rationale: Dilution greater than 10%

For For Ratify KPMG LLP as Auditors 5

Wilmington plc


Meeting Type: Annual Ticker: WIL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Reports For For




Wilmington plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Re-elect Mark Asplin as Director 5

For For Re-elect Pedro Ros as Director 6

For For Re-elect Anthony Foye as Director 7

For For Re-elect Derek Carter as Director 8

For For Re-elect Nathalie Schwarz as Director 9

For For Re-elect Paul Dollman as Director 10

For For Reappoint PricewaterhouseCoopers LLP as

Auditors

11



Rights

13

For For Approve Performance Share Plan 14


Rights

15




17

Allied Irish Banks plc

Meeting Date: 11/03/2017 Country: Ireland

Meeting Type: Special Ticker: AIB1

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Matters Relating to the Establishment of the New Holding Company

For For

For For Approve Distributable Reserves 2



Meeting Type: Court Ticker: AIB1



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Arrangement For For

Hyundai Livart Furniture Co. Ltd.

Meeting Date: 11/03/2017 Country: South Korea

Meeting Type: Special Ticker: A079430

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Merger Agreement with Hyundai H&S For For

Pressure Technologies plc


Meeting Type: Special Ticker: PRES

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Issue of Equity in Connection with the

Placing

For For


Rights

2


Rights in Connection with the Placing

3


Rights

4

SINA Corporation


Meeting Type: Proxy Contest Ticker: SINA


SINA Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Yichen Zhang For For

For For Ratify PricewaterhouseCoopers Zhong Tian LLP

as Auditors

2

Against Against Elect Director Brett H. Krause 3

Voter Rationale: Supporting management.

Against Against Elect Director Thomas J. Manning 4

Voter Rationale: Supporting management.

Spark New Zealand Limited

Meeting Date: 11/03/2017 Country: New Zealand

Meeting Type: Annual Ticker: SPK

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorize the Board to Fix Remuneration of the

Auditors

For For

For For Elect Paul Berriman as Director 2

For For Elect Charles Sitch as Director 3

For For Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

4

Genesis Emerging Markets Fund Limited

Meeting Date: 11/06/2017 Country: Guernsey

Meeting Type: Annual Ticker: GSS

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For


For For Ratify KPMG Channel Islands Limited as Auditors

3


Genesis Emerging Markets Fund Limited Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction



For For Re-elect Sujit Banerji as Director 6

For For Re-elect Russell Edey as Director 7

For For Re-elect Saffet Karpat as Director 8

For For Re-elect John Llewellyn as Director 9

For For Re-elect Helene Ploix as Director 10

For For Elect Katherine Tsang as Director 11

For For Authorise Market Purchase of Participating

Preference Shares

12

Impact Healthcare REIT Plc


Meeting Type: Special Ticker: IHR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Issue of Equity Pursuant to the Capital Raising

For For

For For Authorise Issue of Equity without Pre-emptive Rights Pursuant to the Capital Raising

2

IRB Brasil Resseguros SA

Meeting Date: 11/06/2017 Country: Brazil

Meeting Type: Special Ticker: IRBR3

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Edson Soares Ferreira, Helio Lima Magalhaes and Oswaldo Mario Pego de Amorim Azevedo as Independent Directors

For For


Murray Income Trust PLC


Meeting Type: Annual Ticker: MUT

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For




For For Re-elect Mike Balfour as Director 5

For For Re-elect Donald Cameron as Director 6

For For Re-elect Jean Park as Director 7

For For Re-elect Neil Rogan as Director 8

For For Re-elect David Woods as Director 9

For For Reappoint Ernst & Young LLP as Auditors 10


For For Approve Increase in the Aggregate Annual Limit of Fees Payable to Directors

12

For For Authorise Issue of Equity with Pre-emptive Rights

13

For For Authorise Issue of Equity without Pre-emptive Rights

14


Automatic Data Processing, Inc.


Meeting Type: Proxy Contest Ticker: ADP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Peter Bisson For For

For For Elect Director Richard T. Clark 1.2

For For Elect Director Eric C. Fast 1.3


Automatic Data Processing, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Linda R. Gooden 1.4

For For Elect Director Michael P. Gregoire 1.5

For For Elect Director R. Glenn Hubbard 1.6

For For Elect Director John P. Jones 1.7

For For Elect Director William J. Ready 1.8

For For Elect Director Carlos A. Rodriguez 1.9

For For Elect Director Sandra S. Wijnberg 1.10

For For Advisory Vote to Ratify Named Executive


2


For For Ratify Deloitte & Touche LLP as Auditors 4

For Against Repeal Amendments to the Company's By-Laws Adopted Without Stockholder Approval After August 2, 2016

5

Voter Rationale: Additional shareholder oversight at board level could be beneficial

CATCo Reinsurance Opportunities Fund Ltd.


Meeting Type: Special Ticker: CAT

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Share Sub-Division and Re-Designation For Against

Voter Rationale: The Company has not provided a specific business case that such issuances are essential to ensuring the continuation of the business nor any explanation regarding the high number of shares to be issued under the proposed Fundraiser

Against For Authorise Issue of Equity without Pre-emptive Rights Pursuant to the Capital Raising

2

Voter Rationale: The Company has not provided a specific business case that such issuances are essential to ensuring the continuation of the business nor any explanation regarding the high number of shares to be issued under the proposed Fundraiser

Delphi Automotive PLC

Meeting Date: 11/07/2017 Country: Jersey

Meeting Type: Special Ticker: DLPH


Delphi Automotive PLC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Change Company Name to Aptiv PLC For For

Eurocommercial Properties NV

Meeting Date: 11/07/2017 Country: Netherlands

Meeting Type: Annual Ticker: ECMPA

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

3 Adopt Financial Statements and Statutory Reports and Allow Publication of Information in

English

For For

For For Approve Dividends of EUR 0.210 Per Share and EUR 2.10 per Depositary Receipt

4

For For Approve Discharge of Management Board 5

For For Approve Discharge of Supervisory Board 6

For For Reelect C. Croff to Supervisory Board 7

For For Reelect J.-A. Persson to Supervisory Board 8

For For Approve Remuneration of Supervisory Board 9


For For Ratify KPMG as Auditors 11

For For Grant Board Authority to Issue Shares Up To 20 Percent of Issued Capital

12

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

13

Jupiter European Opportunities Trust PLC


Meeting Type: Annual Ticker: JEO


Jupiter European Opportunities Trust PLC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For




For For Re-elect Andrew Sutch as Director 5

For For Re-elect Philip Best as Director 6

For For Re-elect Lord Lamont of Lerwick as Director 7

For For Re-elect John Wallinger as Director 8

For For Reappoint Ernst & Young LLP as Auditors 9


For For Approve Continuation of Company as

Investment Trust

11


Rights

12


Rights

13




15

Petroleo Brasileiro SA-Petrobras


Meeting Type: Special Ticker: PETR4

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Absorption of DOWNSTREAM PARTICIPACOES LTDA (Downstream)

For For


Petroleo Brasileiro SA-Petrobras


Meeting Type: Special Ticker: PETR4

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Absorption of DOWNSTREAM PARTICIPACOES LTDA (Downstream)

For For

Prosperity Voskhod Fund Ltd


Meeting Type: Special Ticker: N/A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Liquidator's Interim Report For Against

Voter Rationale: Lack of disclosure.

Against For Approve Adjournment of Meeting 2


Adtalem Global Education Inc.


Meeting Type: Annual Ticker: ATGE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Lyle Logan For For

For For Elect Director Michael W. Malafronte 1.2

For For Elect Director Ronald L. Taylor 1.3

For For Elect Director Lisa W. Wardell 1.4

For For Elect Director Ann Weaver Hart 1.5

For For Elect Director James D. White 1.6

For For Elect Director William W. Burke 1.7

For For Elect Director Kathy Boden Holland 1.8


Adtalem Global Education Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction




3


For For Amend Omnibus Stock Plan 5

Altium Ltd.


Meeting Type: Annual Ticker: ALU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Remuneration Report For Against


For For Elect Lynn Mickleburgh as Director 3

Against For Approve the Grant of Performance Rights to Aram Mirkazemi

4


For For Approve Renewal of Proportional Takeover

Provisions

5

Cardinal Health, Inc.


Meeting Type: Annual Ticker: CAH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David J. Anderson For For

For For Elect Director Colleen F. Arnold 1.2

For For Elect Director George S. Barrett 1.3

For For Elect Director Carrie S. Cox 1.4

For For Elect Director Calvin Darden 1.5


Cardinal Health, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Bruce L. Downey 1.6

For For Elect Director Patricia A. Hemingway Hall 1.7

For For Elect Director Clayton M. Jones 1.8

For For Elect Director Gregory B. Kenny 1.9

For For Elect Director Nancy Killefer 1.10

For For Elect Director David P. King 1.11




3


Against Against Require Independent Board Chairman 5

Against Against Provide For Confidential Running Vote Tallies On

Executive Pay Matters

6

China Power International Development Ltd.

Meeting Date: 11/08/2017 Country: Hong Kong


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Agreement I, Agreement II and Related Transactions

For For

Craneware plc


Meeting Type: Annual Ticker: CRW

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Reports For For

Against For Approve Remuneration Report 2

Voter Rationale: Executive Directors granted one-off Benchmark Adjustments which are significant in value.


Craneware plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect George Elliott as Director 3

For For Re-elect Ron Verni as Director 4

For For Re-elect Keith Neilson as Director 5

For For Re-elect Craig Preston as Director 6

For For Re-elect Colleen Blye as Director 7

For For Re-elect Russ Rudish as Director 8



Auditors and Authorise Their Remuneration

10


Rights

11


Rights

12

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

13


Eutelsat Communications

Meeting Date: 11/08/2017 Country: France

Meeting Type: Annual/Special Ticker: ETL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements and Statutory Reports

For For

For For Approve Consolidated Financial Statements and Statutory Reports

2

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

3

For For Approve Allocation of Income and Dividends of EUR 1.21 per Share

4

For For Elect Paul-Francois Fournier as Director 5

For For Elect Dominique D'Hinnin as Director 6

For For Elect Esther Gaide as Director 7

For For Elect Didier Leroy as Director 8


Eutelsat Communications Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Renew Appointment of Mazars as Auditor 9

For For Subject to Rejection of Item 31, Appoint

Cabinet CBA as Alternate Auditor

10

For For Non-Binding Vote on Compensation of Michel de

Rosen, Chairman

11

For For Non-Binding Vote on Compensation of Rodolphe

Belmer, CEO

12

For For Non-Binding Vote on Compensation of Michel

Azibert, Vice-CEO

13

For For Non-Binding Vote on Compensation of Yohann

Leroy, Vice-CEO

14

For For Approve Remuneration Policy of Chairman 15

For For Approve Remuneration Policy of CEO 16

For For Approve Remuneration Policy of Vice-CEOs 17

For For Approve Remuneration of Directors in the

Aggregate Amount of EUR 985,000

18

For For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital

19

For For Authorize Decrease in Share Capital via

Cancellation of Repurchased Shares

20

Against For Authorize Capitalization of Reserves of Up to EUR 44 Million for Bonus Issue or Increase in Par Value

21

Voter Rationale: Can be used during a takeover period.

For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 44 Million

22

For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 22 Million

23

For For Approve Issuance of Equity or Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 22 Million

24

For For Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights

25

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

26

For For Authorize Capital Increase of Up to EUR 22

Million for Future Exchange Offers

27

For For Authorize Capital Increase of up to 10 Percent

of Issued Capital for Contributions in Kind

28


Eutelsat Communications Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Authorize Issuance of Equity upon Conversion of a Subsidiary's Equity-Linked Securities for Up to EUR 22 Million

29

For For Authorize Capital Issuances for Use in Employee

Stock Purchase Plans

30

For For Amend Article 19 of Bylaws to Comply with New

Regulations Re: Auditor

31

For For Amend Article 4 of Bylaws Re: Headquarters 32

For For Authorize Filing of Required Documents/Other

Formalities

33

Fortescue Metals Group Ltd.


Meeting Type: Annual Ticker: FMG

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Remuneration Report For For

For For Elect Andrew Forrest as Director 2

For For Elect Mark Barnaba as Director 3

For For Elect Penelope Bingham-Hall as Director 4

Against For Elect Jennifer Morris as Director 5

Voter Rationale: Lack of independence.

Against For Approve Issuance of Shares to Elizabeth Gaines Under the Performance Rights Plan

6

Voter Rationale: Strategic hurdles do not align with long-term value and are already part of the bonus.

Against None Approve the Increase in Maximum Aggregate

Remuneration of Non-Executive Directors

7

Voter Rationale: Lack of justification for increase.

For For Approve Renewal of Proportional Takeover Provisions

8

Jumbo SA

Meeting Date: 11/08/2017 Country: Greece

Meeting Type: Annual Ticker: BELA


Jumbo SA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Approve Allocation of Income 2.a

Against For Approve Remuneration of Certain Board

Members

2.b

Voter Rationale: Level of disclosure is below market standard.

For For Approve Discharge of Board and Auditors 3

For For Approve Auditors and Fix Their Remuneration 4

Against For Elect Directors (Bundled) 5

Voter Rationale: Bundled director resolutions are not in shareholders' interests.

For For Elect Members of Audit Committee 6

Against For Approve Related Party Transactions 7

Voter Rationale: Lack of disclosure so unable to make an informed decision.

Against For Authorize Issuance of New Convertible Bond 8

Voter Rationale: Proposed dilution exceeds 10% of the outstanding capital.

Lam Research Corporation


Meeting Type: Annual Ticker: LRCX

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Martin B. Anstice For For

For For Elect Director Eric K. Brandt 1.2

For For Elect Director Michael R. Cannon 1.3

For For Elect Director Youssef A. El-Mansy 1.4

For For Elect Director Christine A. Heckart 1.5

For For Elect Director Young Bum (YB) Koh 1.6

For For Elect Director Catherine P. Lego 1.7

For For Elect Director Stephen G. Newberry 1.8

For For Elect Director Abhijit Y. Talwalkar 1.9


Lam Research Corporation Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Lih Shyng (Rick L.) Tsai 1.10



2



For Against Adopt Policy to Annually Disclose EEO-1 Data 5

Voter Rationale: The proposal requires the company to disclose the race and gender composition of its workforce by job categories. The company lags in the area of diversity disclosure, therefore a vote "for" is warranted.

Meredith Corporation


Meeting Type: Annual Ticker: MDP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Philip A. Marineau For Withhold

Voter Rationale: Length of tenure compromises independence and position on key committee

For For Elect Director Elizabeth E. Tallett 1.2

For For Elect Director Donald A. Baer 1.3

For For Elect Director Thomas H. Harty 1.4

For For Elect Director Beth J. Kaplan 1.5

Against For Advisory Vote to Ratify Named Executive Officers' Compensation

2

Voter Rationale: Auto accelerated vesting upon change in control, tax gross up in CIC agreement and no clawback policy



Ricardo plc


Meeting Type: Annual Ticker: RCDO


Ricardo plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For



Auditors

3

For For Authorise the Audit Committee to Fix

Remuneration of Auditors

4

For For Elect Bill Spencer as Director 5

For For Re-elect Sir Terry Morgan as Director 6

For For Re-elect Ian Gibson as Director 7

For For Re-elect Peter Gilchrist as Director 8

For For Re-elect Laurie Bowen as Director 9

For For Re-elect Dave Shemmans as Director 10

Against For Re-elect Malin Persson as Director 11

Voter Rationale: Individual has more than 5 other directorships and is overboarded.

For For Re-elect Mark Garrett as Director 12




15


16


For For Authorise the Company to Call General Meeting with Two Weeks' Notice

18

Strategic Equity Capital plc


Meeting Type: Annual Ticker: SEC


Strategic Equity Capital plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For



For For Re-elect Richard Hills as Director 4

For For Re-elect Josephine Dixon as Director 5

For For Re-elect Sir Clive Thompson as Director 6

For For Re-elect Richard Locke as Director 7

For For Re-elect William Barlow as Director 8

For For Reappoint KPMG LLP as Auditors 9



Investment Trust

11


Rights

12


Rights

13


Whiting Petroleum Corporation


Meeting Type: Special Ticker: WLL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Reverse Stock Split and Reduce Shares Authorized

For For

Cedar Woods Properties Ltd


Meeting Type: Annual Ticker: CWP


Cedar Woods Properties Ltd

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect William G Hames as Director For For

For For Elect Jane M Muirsmith as Director 2


For For Approve Issuance of Performance Rights to

Nathan Blackburne

4

For For Approve Retirement Benefits to Paul Sadleir 5

Charter Hall Group


Meeting Type: Annual/Special Ticker: CHC

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect David Ross as Director For For


Voter Rationale: Lack of disclosure around performance criteria.

For For Approve Issuance of Service Rights to David

Harrison

3


David Harrison

4

For None Approve the Increase in Maximum Aggregate


5

Eagle Eye Solutions Group PLC


Meeting Type: Annual Ticker: EYE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For Against

Voter Rationale: Retesting of performance conditions.


Eagle Eye Solutions Group PLC Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Malcolm Wall as Director 2

For For Re-elect Lucy Sharman-Munday as Director 3

For For Re-elect Drew Thomson as Director 4

For For Reappoint RSM UK Audit LLP as Auditors and

Authorise Their Remuneration

5


Rights

6

Against For Authorise Issue of Equity without Pre-emptive

Rights

7

Voter Rationale: Excessive dilution

Flight Centre Travel Group Ltd


Meeting Type: Annual Ticker: FLT

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect John Eales as Director For For


Ituran Location and Control Ltd.

Meeting Date: 11/09/2017 Country: Israel

Meeting Type: Annual Ticker: ITRN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Reappoint Fahn Kanne & Co. as Auditors and

Authorize Board to Fix Their Remuneration

For For

For For Reelect Nir Sheratzky as Director 3.1

For For Reelect Yigal Shani as Director 3.2

For For Reelect Yehuda Kahane as Director 3.3

For For Approve Service Agreements of Officers 4


Ituran Location and Control Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager

A

Voter Rationale: Administrative

J D Wetherspoon plc


Meeting Type: Annual Ticker: JDW

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For


Voter Rationale: Lack of disclosure and excessive quantum.



For For Re-elect Tim Martin as Director 5

For For Re-elect John Hutson as Director 6

For For Re-elect Su Cacioppo as Director 7

For For Re-elect Ben Whitley as Director 8

Against For Re-elect Debra van Gene as Director 9

Voter Rationale: Head of remuneration and consecutive votes against report.

For For Re-elect Elizabeth McMeikan as Director 10

For For Re-elect Sir Richard Beckett as Director 11

For For Re-elect Harry Morley as Director 12

For For Appoint Grant Thornton LLP as Auditors and Authorise Their Remuneration

13


14


15



J D Wetherspoon plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction



17

J D Wetherspoon plc


Meeting Type: Special Ticker: JDW

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Waiver on Tender-Bid Requirement For For

Jack Henry & Associates, Inc.


Meeting Type: Annual Ticker: JKHY

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Matthew C. Flanigan For For

For For Elect Director John F. Prim 1.2

For For Elect Director Thomas H. Wilson, Jr. 1.3

For For Elect Director Jacque R. Fiegel 1.4

For For Elect Director Thomas A. Wimsett 1.5

For For Elect Director Laura G. Kelly 1.6

For For Elect Director Shruti S. Miyashiro 1.7

For For Elect Director Wesley A. Brown 1.8

For For Elect Director David B. Foss 1.9



2


For For Amend Executive Incentive Bonus Plan 4

For For Ratify PricewaterhouseCoopers, LLP as Auditors 5


Karoon Gas Australia Ltd.


Meeting Type: Annual Ticker: KAR

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Elect David Klingner as Director 2

For For Elect Geoff Atkins as Director 3

For For Elect Clark Davey as Director 4

For None Approve Issuance of ESOP Options and Performance Rights to Robert Hosking

5

For None Approve Issuance of ESOP Options and Performance Rights to Mark Smith

6

Pernod Ricard

Meeting Date: 11/09/2017 Country: France

Meeting Type: Annual/Special Ticker: RI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Financial Statements and Statutory

Reports

For For

For For Approve Consolidated Financial Statements and

Statutory Reports

2

For For Approve Allocation of Income and Dividends of

EUR 2.02 per Share

3

For For Approve Auditors' Special Report on

Related-Party Transactions

4

For For Reelect Anne Lange as Director 5

For For Reelect Veronica Vargas as Director 6

For For Reelect Paul Ricard as Director 7

For For Renew Appointment of Deloitte & Associes as

Auditor

8

For For Approve Remuneration of Directors in the

Aggregate Amount of EUR 970,000

9

For For Approve Remuneration Policy of Alexandre

Ricard, Chairman and CEO

10


Pernod Ricard Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Non-Binding Vote on Compensation of

Alexandre Ricard, Chairman and CEO

11

Voter Rationale: 66% of the TSR award vests at median performance which is excessive.

Against For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital

12

Voter Rationale: Can be used during takeover periods.

For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares

13

For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to

Aggregate Nominal Amount of EUR 135 Million

14

For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to

Aggregate Nominal Amount of EUR 41 Million

15

For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation

Submitted to Shareholder Vote Above

16

For For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements, up to Aggregate Nominal Amount of EUR 41 Million

17

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

18

For For Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Exchange Offers

19

For For Authorize Capitalization of Reserves of Up to EUR 135 Million for Bonus Issue or Increase in

Par Value

20

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

21

For For Authorize Filing of Required Documents/Other Formalities

22

Redrow plc


Meeting Type: Annual Ticker: RDW

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports For For


Redrow plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Re-elect Steve Morgan as Director 3

For For Re-elect John Tutte as Director 4

For For Re-elect Barbara Richmond as Director 5

For For Re-elect Debbie Hewitt as Director 6

For For Re-elect Nick Hewson as Director 7

For For Re-elect Sir Michael Lyons as Director 8

For For Elect Vanda Murray as Director 9


Auditors

10




For For Approve Increase in the Remuneration Cap of

Directors

14


Rights

15

For For Approve Waiver on Tender-Bid Requirement 16


Rights

17


18




20

Sun Hung Kai Properties Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


Sun Hung Kai Properties Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Elect Lui Ting, Victor as Director 3.1a

Against For Elect Li Ka-cheung, Eric as Director 3.1b

Voter Rationale: He is overboarded as serves on 6 public company boards

For For Elect Leung Ko May-yee, Margaret as Director 3.1c

Against For Elect Po-shing Woo as Director 3.1d

Voter Rationale: Woo Po-shing has attended less than 75 percent of board meetings in the most recent fiscal year, without a satisfactory explanation

For For Elect Tung Chi-ho, Eric as Director 3.1e

For For Elect Fung Yuk-lun, Allen as Director 3.1f

For For Approve Directors' Fees 3.2

For For Approve Deloitte Touche Tohmatsu as Auditor


4


Against For Approve Issuance of Equity or Equity-Linked


6

Voter Rationale: The aggregate share issuance limit is greater than 10 percent

Against For Authorize Reissuance of Repurchased Shares 7


Tapestry, Inc.


Meeting Type: Annual Ticker: TPR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director David Denton For For

For For Elect Director Andrea Guerra 1b

For For Elect Director Susan Kropf 1c

For For Elect Director Annabelle Yu Long 1d

For For Elect Director Victor Luis 1e

For For Elect Director Ivan Menezes 1f

For For Elect Director William Nuti 1g


Tapestry, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Jide Zeitlin 1h




3



Against Against Report on Net-Zero Greenhouse Gas Emissions 6

Voter Rationale: For a second year, we voted against a resolution asking the company to develop a net-zero emissions target by 2030. The company does not operate in a high-risk sector and already demonstrates significant improvement in minimising its emissions with clear targets to 2020 and improving transparency on its climate change strategy.

Against Against Report on Risks from Company's Use of Real Animal Fur

7

Voter Rationale: The resolution requests that the company produce a report on the risks of using real animal fur withni six months of the AGM. We believe that this resolution is prescriptive and does not represent a material risk for the business, as the company has already established an animal welfare policy that meets industry standards.

Trade Me Group Ltd.


Meeting Type: Annual Ticker: TME

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorize Board to Fix Remuneration of the

Auditors

For For

For For Elect Simon West as Director 2

Against For Elect David Kirk as Director 3

Voter Rationale: Overboarding concerns.

For For Elect Joanna Perry as Director 4

Galliford Try plc


Meeting Type: Annual Ticker: GFRD


Galliford Try plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For




For For Elect Jeremy Townsend as Director 5

For For Re-elect Peter Truscott as Director 6

For For Re-elect Graham Prothero as Director 7

For For Re-elect Ishbel Macpherson as Director 8

For For Re-elect Terry Miller as Director 9

For For Re-elect Gavin Slark as Director 10

For For Re-elect Peter Ventress as Director 11


Auditors

12



13


Rights

14

For For Authorise EU Political Donations and

Expenditure

15


Rights

16


17




19

Maxim Integrated Products, Inc.


Meeting Type: Annual Ticker: MXIM


Maxim Integrated Products, Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William (Bill) P. Sullivan For For

For For Elect Director Tunc Doluca 1b

For For Elect Director Tracy C. Accardi 1c

For For Elect Director James R. Bergman 1d

For For Elect Director Joseph R. Bronson 1e

For For Elect Director Robert E. Grady 1f

For For Elect Director William D. Watkins 1g

For For Elect Director MaryAnn Wright 1h


For For Amend Qualified Employee Stock Purchase Plan 3



4



Performance Food Group Company


Meeting Type: Annual Ticker: PFGC

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Meredith Adler For Withhold

Voter Rationale: The board has failed to remove the classified board and supermajority vote requirement to enact certain changes to the governing documents, which materially impact shareholder rights.

Withhold For Elect Director Jeffrey M. Overly 1.2


Withhold For Elect Director Douglas M. Steenland 1.3




Performance Food Group Company Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction



3

Sitoy Group Holdings Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Lau Kin Shing, Charles as Director 3a

For For Elect Yeung Chi Tat as Director 3b

For For Elect Kwan Po Chuen, Vincent as Director 3c

For For Authorize Board to Fix Remuneration of Directors

3d

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

4

For For Authorize Repurchase of Issued Share Capital 5.1

Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

5.2

Voter Rationale: Excessive dilution.

Against For Authorize Reissuance of Repurchased Shares 5.3

Voter Rationale: Excessive dilution.

Zhengzhou Coal Mining Machinery Group Co Ltd

Meeting Date: 11/13/2017 Country: China



Zhengzhou Coal Mining Machinery Group Co Ltd

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Joint Investment in Zhengzhou Shengji Mechanical and Electrical Equipment Company Limited by Zhengzhou Coal Mining Machinery Group Company Limited and Chizhou Zhongan Zhaoshang Equity Investment LLP

For For

For For Approve Additional Investment to be Made by Zhengzhou Coal Mining Machinery Group Company Limited on Zhengzhou Shengji Mechanical and Electrical Equipment Company Limited

2

For For Approve Additional Investment to be made by Zhengzhou Shengji Mechanical and Electrical Equipment Company Limited on Hong Kong

SMG International Co., Limited

3

For For Approve BDO China Shu Lun Pan Certified Public Accountants LLP as Auditors and Authorize Board to Fix Their Remuneration

4

Abstain For Amend Administrative Measures on the Material Investment and Financing Activities of the Company

5

Voter Rationale: the proposed amendments may result in granting the Party Committee with legitimate authority to significantly influence the leadership and corporate governance of the company, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks.

Abstain For Amend Articles of Association 6

Voter Rationale: the proposed amendments may result in granting the Party Committee with legitimate authority to significantly influence the leadership and corporate governance of the company, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks.

Abacus Property Group


Meeting Type: Annual/Special Ticker: ABP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve the Remuneration Report For For

Against For Elect Myra Salkinder as Director 3.1

Voter Rationale: Lack of independence on remuneration/nomination committee.

For For Elect Jingmin Qian as Director 3.2


Abacus Property Group Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For None Approve the Increase in Maximum Aggregate


4

For For Approve the Grant of Deferred Security

Acquisition Rights to Frank Wolf

5

Abcam Plc


Meeting Type: Annual Ticker: ABC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Reappoint PricewaterhouseCoopers LLP as Auditors

4

For For Authorise the Audit and Risk Committee to Fix Remuneration of Auditors

5

For For Re-elect Murray Hennessy as Director 6

For For Re-elect Jonathan Milner as Director 7

For For Re-elect Alan Hirzel as Director 8

For For Re-elect Gavin Wood as Director 9

For For Re-elect Louise Patten as Director 10

For For Re-elect Sue Harris as Director 11

For For Re-elect Mara Aspinall as Director 12


13


14


Computershare Limited


Meeting Type: Annual Ticker: CPU


Computershare Limited

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2 Elect Tiffany Fuller as Director For For

For For Elect Markus Kerber as Director 3

For For Elect Joseph Velli as Director 4



Stuart Irving

6

FibraHotel

Meeting Date: 11/14/2017 Country: Mexico

Meeting Type: Special Ticker: FIHO 12

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Open Meeting For For

For For Amend Trust Agreement 2

For For Maintain Issued and Unallocated Real Estate Trust Certificates in Treasury

3

For For Approve Policies and Mechanisms for Acquisition of Real Estate Trust Certificates

4

For For Authorize Board to Ratify and Execute Approved Resolutions

5

Focus Media Information Technology Co., Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Adjustments on Guarantee Provision

for Controlled Subsidiary

For Against

Voter Rationale: Level of guarantee to be provided to its subsidiary is disproportionate to the level of ownership in the said subsidiary. The company has failed to provide any justifications in the meeting circular.


Focus Media Information Technology Co., Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Structured Finance Business of

Wholly-owned Subsidiary

2

Growthpoint Properties Ltd


Meeting Type: Annual Ticker: GRT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Accept Financial Statements and Statutory Reports for the Year Ended 30 June 2017

For For

Against For Re-elect Francois Marais as Director 1.2.1

Voter Rationale: The structure of the board does not comply with King III report recommendations and is not a majority independent.

For For Re-elect Ragavan Moonsamy as Director 1.2.2

Against For Re-elect Eric Visser as Director 1.2.3

Voter Rationale: The structure of the board does not comply with King III report recommendations and is not a majority independent.

For For Re-elect Lynette Finlay as Chairman of the Audit

Committee

1.3.1

Against For Re-elect Peter Fechter as Member of the Audit

Committee

1.3.2

Voter Rationale: Peter Fechter and John Hayward are non-independent members of the Audit Committee.

Against For Re-elect John Hayward as Member of the Audit Committee

1.3.3

Voter Rationale: Peter Fechter and John Hayward are non-independent members of the Audit Committee.

For For Reappoint KPMG Inc as Auditors of the Company

1.4

Against For Approve Remuneration Policy 1.5.1

Voter Rationale: the award is over share options with an exercise price set at a significant discount to market price.

Against For Approve Implementation of the Remuneration

Policy

1.5.2

Voter Rationale: the award is over share options with an exercise price set at a significant discount to market price.

For For Place Authorised but Unissued Shares under Control of Directors

1.6

For For Authorise Directors to Issue Shares to Afford Shareholders Distribution Reinvestment Alternatives

1.7

For For Authorise Board to Issue Shares for Cash 1.8


Growthpoint Properties Ltd Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Social, Ethics and Transformation

Committee Report

1.9

For For Approve Non-executive Directors' Fees 2.1

For For Approve Financial Assistance to Related or

Inter-related Companies

2.2

For For Authorise Repurchase of Issued Share Capital 2.3

MACA LTD.


Meeting Type: Annual Ticker: MLD

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Against For Elect Robert Ryan as Director 2

Voter Rationale: Lack of independence on the board.

Against For Elect Linton Kirk as Director 3



Chris Tuckwell

4


Geoff Baker

5

For For Ratify the Past Issuance of Shares to Vendors of

Interquip Pty Ltd

6

For For Ratify Past Issuance of Shares to Sophisticated

and Institutional Investors

7

Medusa Mining Ltd.


Meeting Type: Annual Ticker: MML

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Raul Conde Villanueva as Director For Against


Medusa Mining Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: Lack of independent representation on the board.

Against None Approve Remuneration Report 2

Voter Rationale: Vesting period is less than 3 years as well as accelerated vesting with a change in control.

Newcrest Mining Ltd.


Meeting Type: Annual Ticker: NCM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Xiaoling Liu as Director For For

For For Elect Roger Higgins as Director 2b

For For Elect Gerard Bond as Director 2c

For For Approve Grant of Performance Rights to

Sandeep Biswas

3a

For For Approve Grant of Performance Rights to Gerard

Bond

3b


For For Approve Renewal of Proportional Takeover Bid

Provisions in the Constitution

5

Smiths Group plc


Meeting Type: Annual Ticker: SMIN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Bruno Angelici as Director 4

For For Re-elect Sir George Buckley as Director 5


Smiths Group plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Tanya Fratto as Director 6

For For Re-elect Anne Quinn as Director 7

For For Re-elect William Seeger as Director 8

For For Re-elect Mark Seligman as Director 9

For For Re-elect Andrew Reynolds Smith as Director 10

For For Re-elect Sir Kevin Tebbit as Director 11

For For Elect Noel Tata as Director 12


Auditors

13



Rights

15


Rights

16


17




19


Expenditure

20

For For Adopt New Articles of Association 21

Starwood Waypoint Homes


Meeting Type: Special Ticker: SFR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement For For

Against For Advisory Vote on Golden Parachutes 2

Voter Rationale: We are not supportive of golden parachutes

For For Adjourn Meeting 3


The Estee Lauder Companies Inc.


Meeting Type: Annual Ticker: EL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Charlene Barshefsky For For

For For Elect Director Wei Sun Christianson 1.2

For For Elect Director Fabrizio Freda 1.3

For For Elect Director Jane Lauder 1.4

For For Elect Director Leonard A. Lauder 1.5



3


Arena REIT


Meeting Type: Annual Ticker: ARF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Elect David Ross as Director 2

For For Ratify Past Issuance of Securities to Existing

and New Institutional Investors

3


Bryce Mitchelson

4


Gareth Winter

5

Barratt Developments plc


Meeting Type: Annual Ticker: BDEV


Barratt Developments plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For




For For Approve Special Dividend 5

For For Elect Jessica White as Director 6

For For Re-elect John Allan as Director 7

For For Re-elect David Thomas as Director 8

For For Re-elect Steven Boyes as Director 9

For For Re-elect Richard Akers as Director 10

For For Re-elect Tessa Bamford as Director 11

For For Re-elect Nina Bibby as Director 12

For For Re-elect Jock Lennox as Director 13




15


Expenditure

16

For For Amend Long Term Performance Plan 17

For For Amend Deferred Bonus Plan 18


Rights

19


Rights

20




22

Campbell Soup Company


Meeting Type: Annual Ticker: CPB


Campbell Soup Company

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Fabiola R. Arredondo For For

For For Elect Director Howard M. Averill 1.2

For For Elect Director Bennett Dorrance 1.3

For For Elect Director Randall W. Larrimore 1.4

For For Elect Director Marc B. Lautenbach 1.5

For For Elect Director Mary Alice D. Malone 1.6

For For Elect Director Sara Mathew 1.7

For For Elect Director Keith R. McLoughlin 1.8

For For Elect Director Denise M. Morrison 1.9

For For Elect Director Nick Shreiber 1.10

For For Elect Director Archbold D. van Beuren 1.11

For For Elect Director Les C. Vinney 1.12




3


CDK Global, Inc.


Meeting Type: Annual Ticker: CDK

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Leslie A. Brun For For

For For Elect Director Willie A. Deese 1.2

For For Elect Director Amy J. Hillman 1.3

For For Elect Director Brian P. MacDonald 1.4

For For Elect Director Eileen J. Martinson 1.5

For For Elect Director Stephen A. Miles 1.6


CDK Global, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Robert E. Radway 1.7

For For Elect Director Stephen F. Schuckenbrock 1.8

For For Elect Director Frank S. Sowinski 1.9

For For Elect Director Robert M. Tarkoff 1.10



2



Ethernity Networks Ltd.


Meeting Type: Special Ticker: ENET

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Zohar Yinon as External Director For For

For For Elect Chen Saft-Feiglin as External Director 2

For For Issue Updated Indemnification Agreements to Directors/Officers

3

For For Approve D&O Indemnification Insurance Coverage

4


A


JPMorgan Funds - America Equity Fund

Meeting Date: 11/15/2017 Country: Luxembourg




Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Article 6 Re: Risks Associated with

Non-Payment of Subscriptions

For For

For For Amend Article 21 Re: Liquidation, Reorganization or Merger of Sub-funds or Share Classes

2

For For Amend Article 13 Re: Appointment of Board 3

For For Amend Article 4 Re: Change Location of

Registered Office

4

For For Amend Article 6 Re: Global Share Certificates

Issuance and Notices to Shareholders

5

For For Amend Article 10 Re: Annual General Meetings

Abroad

6

For For Amend Article 11 Re: Right to Vote on

Shareholders Meeting

7

For For Amend Article 12 Re: Shareholders Meeting

Notifications

8

For For Amend Article 17 Re: Conflict of Interest 9

For For Amend Article 8 Re: Redemption or Conversion

of Shares

10

For For Amend Article 22 Re: Board's Power over Determination of Net Asset Value of Shares, Issue, Conversion and Redemption Price

11

For For Amend Article 23 Re: Add Valuation Rules for

Liquid Assets and Money Market Instruments

12

For For Amend Article 3 Re: Corporate Purpose 13

For For Approve Various Amendments to the Articles of

Incorporation

14



Meeting Type: Annual Ticker: N/A

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

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

For For

For For Approve Audited Annual Report for the Fund 2


JPMorgan Funds - America Equity Fund Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Discharge of Directors 3

For For Approve Remuneration of Directors 4

For For Re-Elect Iain Saunders, John Li-How-Cheong, Jacques Elvinger, Daniel Watkins, Jean Frijns, Peter Schwicht and Massimo Greco as Directors

5

For For Renew Appointment of PricewaterhouseCoopers

as Auditor

6

For For Approve Allocation of Income and Dividends 7

JPMorgan Funds - Income Opportunity Plus Fund



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Article 6 Re: Risks Associated with Non-Payment of Subscriptions

For For

For For Amend Article 21 Re: Liquidation, Reorganization or Merger of Sub-funds or Share Classes

2

For For Amend Article 13 Re: Appointment of Board 3

For For Amend Article 4 Re: Change Location of Registered Office

4

For For Amend Article 6 Re: Global Share Certificates Issuance and Notices to Shareholders

5

For For Amend Article 10 Re: Annual General Meetings Abroad

6

For For Amend Article 11 Re: Right to Vote on Shareholders Meeting

7

For For Amend Article 12 Re: Shareholders Meeting Notifications

8

For For Amend Article 17 Re: Conflict of Interest 9

For For Amend Article 8 Re: Redemption or Conversion of Shares

10

For For Amend Article 22 Re: Board's Power over Determination of Net Asset Value of Shares, Issue, Conversion and Redemption Price

11

For For Amend Article 23 Re: Add Valuation Rules for Liquid Assets and Money Market Instruments

12


JPMorgan Funds - Income Opportunity Plus Fund Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Amend Article 3 Re: Corporate Purpose 13

For For Approve Various Amendments to the Articles of

Incorporation

14

JPMorgan Funds - Income Opportunity Plus Fund


Meeting Type: Annual Ticker: N/A

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

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

For For

For For Approve Audited Annual Report for the Fund 2

For For Approve Discharge of Directors 3

For For Approve Remuneration of Directors 4

For For Re-Elect Iain Saunders, John Li-How-Cheong, Jacques Elvinger, Daniel Watkins, Jean Frijns, Peter Schwicht and Massimo Greco as Directors

5

For For Renew Appointment of PricewaterhouseCoopers as Auditor

6

For For Approve Allocation of Income and Dividends 7

Lancaster Colony Corporation


Meeting Type: Annual Ticker: LANC

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Robert L. Fox For For

For For Elect Director John B. Gerlach, Jr. 1.2

For For Elect Director Robert P. Ostryniec 1.3



2



Lancaster Colony Corporation Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction



Net 1 UEPS Technologies, Inc.


Meeting Type: Annual Ticker: UEPS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Herman G. Kotze For For

Withhold For Elect Director Christopher S. Seabrooke 1.2

Voter Rationale: WITHHOLD votes are warranted for Christopher Seabrooke for serving on more than three public boards while serving as a CEO of an outside company.

For For Elect Director Alasdair J.K. Pein 1.3

For For Elect Director Paul Edwards 1.4

For For Elect Director Alfred T. Mockett 1.5

For For Ratify Deloitte & Touche (South Africa) as

Auditors

2



3


Oracle Corporation


Meeting Type: Annual Ticker: ORCL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Jeffrey S. Berg For For

Withhold For Elect Director Michael J. Boskin 1.2

Voter Rationale: Length of tenure compromises role as Lead independent Director and chair of the audit committee

For For Elect Director Safra A. Catz 1.3


Oracle Corporation Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Withhold For Elect Director Bruce R. Chizen 1.4

Voter Rationale: Substantial pledging activity and significant concerns regarding risk oversight.

For For Elect Director George H. Conrades 1.5

For For Elect Director Lawrence J. Ellison 1.6

For For Elect Director Hector Garcia-Molina 1.7

For For Elect Director Jeffrey O. Henley 1.8

For For Elect Director Mark V. Hurd 1.9

For For Elect Director Renee J. James 1.10

For For Elect Director Leon E. Panetta 1.11

For For Elect Director Naomi O. Seligman 1.12



2

Voter Rationale: Excessive pay levels




For Against Political Contributions Disclosure 6

Voter Rationale: Additional information on the company's political expenditures from corporate funds and board oversight of those expenditures would give shareholders a fuller understanding of the company's management of its political spending and any related risks and benefits.

For Against Gender Pay Gap 7

Voter Rationale: The proposal requires the company to report pay gap disparity and plans to address and reduce it. The company lags peers in this area. A vote "for" is warranted.

For Against Amend Proxy Access Right 8

Voter Rationale: The proposed amendment would enhance the company's existing right for shareholders while maintaining safeguards on the nomination process.

Pact Group Holdings Ltd.


Meeting Type: Annual Ticker: PGH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



Pact Group Holdings Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Jonathan Ling as Director 3

For For Approve Grant of Performance Rights to

Malcolm Bundey

4

For For Approve the Provision of Financial Assistance in

Relation to the Pascoe's Group Acquisition

5

Tata Motors Ltd.

Meeting Date: 11/15/2017 Country: India

Meeting Type: Court Ticker: 500570

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Scheme of Merger and Arrangement For For

The Clorox Company


Meeting Type: Annual Ticker: CLX

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Amy Banse For For

For For Elect Director Richard H. Carmona 1.2

For For Elect Director Benno Dorer 1.3

For For Elect Director Spencer C. Fleischer 1.4

For For Elect Director Esther Lee 1.5

For For Elect Director A.D. David Mackay 1.6

For For Elect Director Robert W. Matschullat 1.7

For For Elect Director Jeffrey Noddle 1.8

For For Elect Director Pamela Thomas-Graham 1.9

For For Elect Director Carolyn M. Ticknor 1.10

For For Elect Director Russell Weiner 1.11

For For Elect Director Christopher J. Williams 1.12


The Clorox Company Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction



2




Voter Rationale: Dilution is more than 10%

For For Approve Remuneration of Non-Employee

Directors

6

For Against Amend Proxy Access Right 7

Voter Rationale: The proposed amendment would enhance the company's existing right for shareholders while maintaining safeguards on the nomination process

Twenty-First Century Fox, Inc.


Meeting Type: Annual Ticker: FOXA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director K. Rupert Murdoch AC For For

For For Elect Director Lachlan K. Murdoch 1b

Against For Elect Director Delphine Arnault 1c

Voter Rationale: She is on 5 other boards and attended <75% meetings

Against For Elect Director James W. Breyer 1d

Voter Rationale: Chairs the compensation committee which failed to adequately respond to last year's low say-on-pay vote result

For For Elect Director Chase Carey 1e

For For Elect Director David F. DeVoe 1f

For For Elect Director Viet Dinh 1g

Against For Elect Director Roderick I. Eddington 1h

Voter Rationale: Length of tenure compromises position as chair of board and audit committee

Against For Elect Director James R. Murdoch 1i

Voter Rationale: Conflict of interest given role on Sky's board

For For Elect Director Jacques Nasser AC 1j

For For Elect Director Robert S. Silberman 1k


Twenty-First Century Fox, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Tidjane Thiam 1l

For For Elect Director Jeffrey W. Ubben 1m




3

Voter Rationale: Following the relatively low vote result on the 2016 say-on-pay proposal and subsequent engagement, no changes appear to have been made to the program. Quantum and perks excessive.


For Against Approve Recapitalization Plan for all Stock to Have One-vote per Share

5

Voter Rationale: We support a capital structure aligning economic ownership with voting power.

Vanguard Index Funds


Meeting Type: Special Ticker: VTV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mortimer J. Buckley For For

For For Elect Director Emerson U. Fullwood 1.2

For For Elect Director Amy Gutmann 1.3

For For Elect Director JoAnn Heffernan Heisen 1.4

For For Elect Director F. Joseph Loughrey 1.5

For For Elect Director Mark Loughridge 1.6

For For Elect Director Scott C. Malpass 1.7

For For Elect Director F. William McNabb, III 1.8

For For Elect Director Deanna Mulligan 1.9

For For Elect Director Andre F. Perold 1.10

For For Elect Director Sarah Bloom Raskin 1.11

For For Elect Director Peter F. Volanakis 1.12

For For Approve Manager of Managers Arrangement with Third-Party Investment Advisors

2

For For Approve Manager of Managers Arrangement with Wholly-owned Subsidiaries of Vanguard

3


Vanguard Index Funds Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against Against Institute Procedures to Prevent Investments in Companies that Contribute to Genocide or Crimes Against Humanity

7

Voter Rationale: Voted in line with ISS, according to Schroders' conflicts of interest policy

Vanguard International Equity Index Funds


Meeting Type: Special Ticker: VPL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction














2


3

Against Against Institute Procedures to Prevent Investments in Companies that Contribute to Genocide or

Crimes Against Humanity

7



Vanguard Specialized Funds


Meeting Type: Special Ticker: VNQ

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction














2


3

For For Approve Change in Investment Objective 4

For For Approve a Change to the Classification of the Fund from a "Diversified" Fund to a

"Non-Diversified" Fund

5

Against Against Institute Procedures to Prevent Investments in Companies that Contribute to Genocide or

Crimes Against Humanity

7


Viavi Solutions Inc.


Meeting Type: Annual Ticker: VIAV


Viavi Solutions Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard E. Belluzzo For For

For For Elect Director Keith Barnes 1.2

For For Elect Director Tor Braham 1.3

For For Elect Director Timothy Campos 1.4

For For Elect Director Donald Colvin 1.5

For For Elect Director Masood A. Jabbar 1.6

For For Elect Director Oleg Khaykin 1.7

For For Elect Director Pamela Strayer 1.8




3


Against For Adopt the Jurisdiction of Incorporation as the

Exclusive Forum for Certain Disputes

5

Voter Rationale: The company has not made a compelling argument for restricting shareholders' rights.


For For Amend Qualified Employee Stock Purchase Plan 7

Alamos Gold Inc.

Meeting Date: 11/16/2017 Country: Canada

Meeting Type: Special Ticker: AGI

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Issuance of Shares in Connection with

the Acquisition of Richmont Mines Inc. For For

Amanat Holdings PJSC

Meeting Date: 11/16/2017 Country: United Arab Emirates

Meeting Type: Special Ticker: AMANAT


Amanat Holdings PJSC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Article 19 of Bylaws Re: Increase Size of

Board from 7 to 9 Members

For For

Against For Elect Directors (Cumulative Voting) 2

Voter Rationale: We are not supportive of cumulative voting

BHP Billiton Limited


Meeting Type: Annual Ticker: BHP

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Reports For For

For For Appoint KPMG LLP as Auditor of the Company 2

For For Authorize the Risk and Audit Committee to Fix

Remuneration of the Auditors

3

For For Approve General Authority to Issue Shares in

BHP Billiton Plc

4


BHP Billiton Plc for Cash

5

For For Approve the Repurchase of Shares in BHP

Billiton Plc

6

For For Approve the Directors' Remuneration Policy

Report

7

For For Approve the Remuneration Report Other Than the Part Containing the Directors' Remuneration Policy

8


For For Approve Leaving Entitlements 10

For For Approve the Grant of Awards to Andrew

Mackenzie, Executive Director of the Company

11

For For Elect Terry Bowen as Director 12

For For Elect John Mogford as Director 13

For For Elect Malcolm Broomhead as Director 14

For For Elect Anita Frew as Director 15


BHP Billiton Limited Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Carolyn Hewson as Director 16

For For Elect Andrew Mackenzie as Director 17

For For Elect Lindsay Maxsted as Director 18

For For Elect Wayne Murdy as Director 19

For For Elect Shriti Vadera as Director 20

For For Elect Ken MacKenzie as Director 21

Against Against Approve the Amendments to the Company's

Constitution

22

For Against Approve Contingent Resolution- Energy Policy

and Climate Risk Disclosure

23

Voter Rationale: The company has not addressed disclosure of global lobbying and membership payments, which we believe is of material interest to shareholders.

BHP Billiton Limited


Meeting Type: Annual Ticker: BHP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Appoint KPMG LLP as Auditor of the Company 2

For For Authorize the Risk and Audit Committee to Fix

Remuneration of the Auditors

3


BHP Billiton Plc

4


BHP Billiton Plc for Cash

5

For For Approve the Repurchase of Shares in BHP

Billiton Plc

6

For For Approve the Directors' Remuneration Policy

Report

7

For For Approve the Remuneration Report Other Than the Part Containing the Directors' Remuneration Policy

8


For For Approve Leaving Entitlements 10


BHP Billiton Limited Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve the Grant of Awards to Andrew

Mackenzie, Executive Director of the Company

11

For For Elect Terry Bowen as Director 12

For For Elect John Mogford as Director 13

For For Elect Malcolm Broomhead as Director 14

For For Elect Anita Frew as Director 15

For For Elect Carolyn Hewson as Director 16

For For Elect Andrew Mackenzie as Director 17

For For Elect Lindsay Maxsted as Director 18

For For Elect Wayne Murdy as Director 19

For For Elect Shriti Vadera as Director 20

For For Elect Ken MacKenzie as Director 21

Against Against Approve the Amendments to the Company's

Constitution

22

For Against Approve Contingent Resolution- Energy Policy

and Climate Risk Disclosure

23

Voter Rationale: The company has not addressed disclosure of global lobbying and membership payments, which we believe is of material interest to shareholders.

Brinker International, Inc.


Meeting Type: Annual Ticker: EAT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Elaine L. Boltz For For

For For Elect Director Joseph M. DePinto 1.2

For For Elect Director Harriet Edelman 1.3

For For Elect Director Michael A. George 1.4

For For Elect Director William T. Giles 1.5

For For Elect Director Gerardo I. Lopez 1.6

For For Elect Director George R. Mrkonic 1.7

For For Elect Director Jose Luis Prado 1.8


Brinker International, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Wyman T. Roberts 1.9




3


Broadridge Financial Solutions, Inc.


Meeting Type: Annual Ticker: BR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Leslie A. Brun For For

For For Elect Director Pamela L. Carter 1b

For For Elect Director Richard J. Daly 1c

For For Elect Director Robert N. Duelks 1d

For For Elect Director Richard J. Haviland 1e

For For Elect Director Brett A. Keller 1f

For For Elect Director Stuart R. Levine 1g

For For Elect Director Maura A. Markus 1h

For For Elect Director Thomas J. Perna 1i

For For Elect Director Alan J. Weber 1j


2




Close Brothers Group plc


Meeting Type: Annual Ticker: CBG


Close Brothers Group plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For




For For Elect Mike Biggs as Director 5

For For Re-elect Preben Prebensen as Director 6

For For Re-elect Jonathan Howell as Director 7

For For Re-elect Elizabeth Lee as Director 8

For For Re-elect Oliver Corbett as Director 9

For For Re-elect Geoffrey Howe as Director 10

For For Re-elect Lesley Jones as Director 11

For For Re-elect Bridget Macaskill as Director 12

For For Appoint PricewaterhouseCoopers LLP as

Auditors

13


For For Approve Omnibus Share Incentive Plan 15


Rights

16


Rights

17


18




20

For For Approve Cancellation of Share Premium Account 21

Commonwealth Bank of Australia


Meeting Type: Annual Ticker: CBA


Commonwealth Bank of Australia

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect David Higgins as Director For For

For For Elect Andrew Mohl as Director 2b

For For Elect Wendy Stops as Director 2c

For For Elect Robert Whitfield as Director 2d


Against Against Approve the Spill Resolution 4

Against Against Approve Requisitioned Resolution - Powers of

the Board

5

Voter Rationale: The proposal asks to amend the company constitution to require directors to "embed the effective management of climate change risk into the constitution of [the] company". We strongly support the idea that financial institutions should be integrating ESG risks and opportunities into their investment decisions and we accept that the company is exposed some environmental risk through its financing of coal projects. However, we ultimately feel this proposal is too prescriptive in that it is asking the company to change its constitution. The fact that the company does already have written commiments to to ensure that ESG assessment procedures are integration into its investment decisions adds to this decision.

Cracker Barrel Old Country Store, Inc.


Meeting Type: Annual Ticker: CBRL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James W. Bradford For For

For For Elect Director Thomas H. Barr 1.2

For For Elect Director Sandra B. Cochran 1.3

For For Elect Director Meg G. Crofton 1.4

For For Elect Director Richard J. Dobkin 1.5

For For Elect Director Norman E. Johnson 1.6

For For Elect Director William W. McCarten 1.7

For For Elect Director Coleman H. Peterson 1.8

For For Elect Director Andrea M. Weiss 1.9


2



Cracker Barrel Old Country Store, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


DWS Ltd.


Meeting Type: Annual Ticker: DWS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction



For For Elect Martin Ralston as Director 2

For For Elect Ken Barry as Director 3

For For Elect Selina Lightfoot as Director 4

Genus plc


Meeting Type: Annual Ticker: GNS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For



For For Re-elect Bob Lawson as Director 4

For For Re-elect Karim Bitar as Director 5

For For Re-elect Stephen Wilson as Director 6

For For Re-elect Nigel Turner as Director 7

For For Re-elect Lysanne Gray as Director 8

For For Re-elect Duncan Maskell as Director 9

For For Re-elect Lykele van der Broek as Director 10


Genus plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Reappoint Deloitte LLP as Auditors and


11


Rights

12


Rights

13


14




16

Gluskin Sheff + Associates Inc.

Meeting Date: 11/16/2017 Country: Canada

Meeting Type: Annual Ticker: GS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Paul M. Beeston For For

For For Elect Director V. Ann Davis 1.2

For For Elect Director Wilfred A. Gobert 1.3

For For Elect Director Stephen H. Halperin 1.4

For For Elect Director Nancy H.O. Lockhart 1.5

For For Elect Director Jeffrey W. Moody 1.6

For For Elect Director Pierre-Andre Themens 1.7


Goodman Group


Meeting Type: Annual Ticker: GMG


Goodman Group

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Appoint KPMG as Auditors of Goodman Logistics (HK) Limited and Authorize the Board to Fix Their Remuneration

For For

For For Elect Ian Ferrier as Director of Goodman Limited 2a

For For Elect Ian Ferrier as Director of Goodman

Logistics (HK) Limited

2b

For For Elect Stephen Johns as Director of Goodman

Limited

3



Gregory Goodman

5


Danny Peeters

6


Anthony Rozic

7


Against Against Approve the Conditional Spill Resolution 9

Harvey Norman Holdings Ltd.


Meeting Type: Annual Ticker: HVN

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Approve the Remuneration Report For Against

Voter Rationale: Reassessing performance to achieve higher payouts is against best practice.

For For Elect Gerald Harvey as Director 3

Against For Elect Chris Mentis as Director 4

Voter Rationale: 0% independence on the board.

Against For Elect Graham Charles Paton as Director 5

Voter Rationale: 0% independence on the board.


Mexichem S.A.B. de C.V.


Meeting Type: Special Ticker: MEXCHEM *

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Cash Dividends of USD 147 Million For For


2

Mirvac Group


Meeting Type: Annual/Special Ticker: MGR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2.1 Elect Christine Bartlett as Director For For

For For Elect Peter Hawkins as Director 2.2


For For Approve Grant of Performance Rights to Susan

Lloyd-Hurwitz

4

Northern Star Resources Ltd


Meeting Type: Annual Ticker: NST

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Elect Peter O'Connor as Director 2

For For Elect Christopher Rowe as Director 3

For For Ratify Past Issuance of Shares to Employees 4


Padini Holdings Berhad

Meeting Date: 11/16/2017 Country: Malaysia

Meeting Type: Annual Ticker: PADINI

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Directors' Fees For For

For For Approve Directors' Benefits (Excluding Directors' Fees)

2

For For Elect Yong Pang Chaun as Director 3

For For Elect Chia Swee Yuen as Director 4

For For Elect Yong Lai Wah as Director 5

For For Elect Chew Voon Chyn as Director 6

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

7

For For Authorize Share Repurchase Program 8

Platinum Asset Management Ltd


Meeting Type: Annual Ticker: PTM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Michael Cole as Director For Against

Voter Rationale: Lack of independence.


ResMed Inc.


Meeting Type: Annual Ticker: RMD

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1a Elect Director Michael Farrell For For


ResMed Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Karen Drexler 1b

For For Elect Director Jack Wareham 1c



Voter Rationale: Dilution exceeds 10%



4


Romgaz SA

Meeting Date: 11/16/2017 Country: Romania

Meeting Type: Special Ticker: SNG

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Capital Increase of SC AGRI LNG Project Company

For For

For For Amend Bylaws of SC AGRI LNG Project Company

2

For For Approved Updated Consolidated Set of Bylaws of SC AGRI LNG Project Company

3

For For Empower Executives to Complete Formalities Pursuant to Items Above

4

For For Approve Meeting's Record Date 5

For For Authorize Filing of Required Documents/Other Formalities

6

Shinwa Co. Ltd.

Meeting Date: 11/16/2017 Country: Japan


Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final

Dividend of JPY 31

For For


Shinwa Co. Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Nemoto, Tetsuo 2.1

For For Elect Director Marumoto, Yoshinao 2.2

For For Elect Director Takitani, Yoshiro 2.3

For For Elect Director Yoshida, Motohisa 2.4

For For Elect Director Iriyama, Toshihisa 2.5

For For Elect Director Ishikawa, Shuji 2.6

Against For Approve Director Retirement Bonus 3

Voter Rationale: The bonus amount is not disclosed

Against For Approve Bonus Related to Retirement Bonus

System Abolition

4

Voter Rationale: The bonus amount is not disclosed

For For Approve Equity Compensation Plan 5

For For Approve Annual Bonus 6

The Hain Celestial Group, Inc.


Meeting Type: Annual Ticker: HAIN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Irwin D. Simon For For

For For Elect Director Celeste A. Clark 1.2

For For Elect Director Andrew R. Heyer 1.3

For For Elect Director R. Dean Hollis 1.4

For For Elect Director Shervin J. Korangy 1.5

For For Elect Director Roger Meltzer 1.6

For For Elect Director Adrianne Shapira 1.7

For For Elect Director Jack L. Sinclair 1.8

For For Elect Director Glenn W. Welling 1.9

For For Elect Director Dawn M. Zier 1.10

For For Elect Director Lawrence S. Zilavy 1.11


The Hain Celestial Group, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Against For Require Advance Notice for Shareholder

Proposals

2

Voter Rationale: The proposed deadline of 90 days prior to the anniversary of the prior year's annual meeting (with a 30-day window prior to the deadline) would be excessively far in advance of future shareholder meetings

For For Provide Proxy Access Right 3


4



Vicinity Centres


Meeting Type: Annual/Special Ticker: VCX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Elect Peter Kahan as Director 3a

For For Elect Karen Penrose as Director 3b


Grant Kelley

4

Wesfarmers Ltd.


Meeting Type: Annual Ticker: WES

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2a Elect Michael Alfred Chaney as Director For For

For For Elect Diane Lee Smith-Gander as Director 2b



Companhia de Saneamento de Minas Gerais (COPASA)


Meeting Type: Special Ticker: CSMG3

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Interim Dividends For For

Discovery Communications, Inc.


Meeting Type: Special Ticker: DISCA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Merger For For

Donaldson Company, Inc.


Meeting Type: Annual Ticker: DCI

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director Tod E. Carpenter For For

For For Elect Director Pilar Cruz 1.2

For For Elect Director Ajita G. Rajendra 1.3


2





Kier Group plc


Meeting Type: Annual Ticker: KIE

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For




For For Elect Philip Cox as Director 5

For For Re-elect Justin Atkinson as Director 6

For For Re-elect Constance Baroudel as Director 7

For For Re-elect Kirsty Bashforth as Director 8

For For Re-elect Nigel Brook as Director 9

For For Re-elect Bev Dew as Director 10

For For Re-elect Haydn Mursell as Director 11

For For Re-elect Nigel Turner as Director 12

For For Re-elect Claudio Veritiero as Director 13

For For Re-elect Adam Walker as Director 14

For For Re-elect Nick Winser as Director 15


16



18


19

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

Other Capital Investment

20

For For Amend Long Term Incentive Plan 21


22


MEIKO NETWORK JAPAN CO. LTD.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Articles to Amend Business Lines For For

For For Elect Director Watanabe, Hirotake 2.1

For For Elect Director Okui, Yoshiko 2.2

For For Elect Director Tagami, Setsuro 2.3

For For Elect Director Yamashita, Kazuhito 2.4

For For Elect Director Sato, Hiroaki 2.5

For For Elect Director Horiuchi, Koshi 2.6

For For Elect Director Harada, Masahiro 2.7

For For Elect Director Yao, Noriko 2.8

NWS Holdings Limited



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Approve Final Dividend 2a

For For Approve Special Final Dividend 2b

Against For Elect Cheng Kar Shun, Henry as Director 3a

Voter Rationale: Serves on 9 outside boards and failed to attend >75% meetings during the year

For For Elect Cheng Chi Ming, Brian as Director 3b

For For Elect Lam Wai Hon, Patrick as Director 3c

For For Elect Cheng Wai Chee, Christopher as Director 3d

For For Authorize Board to Fix Remuneration of Directors

3e


NWS Holdings Limited Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction



4



5.1


For For Authorize Repurchase of Issued Share Capital 5.2

Against For Authorize Reissuance of Repurchased Shares 5.3


Scripps Networks Interactive, Inc.


Meeting Type: Special Ticker: SNI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement For For


Voter Rationale: We are not supportive of Golden Parachutes


TEEKAY TANKERS LTD.

Meeting Date: 11/17/2017 Country: Marshall Isl

Meeting Type: Special Ticker: TNK

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Increase Authorized Common Stock For For



Exxaro Resources Ltd


Meeting Type: Special Ticker: EXX

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Authorise Specific Repurchase of Exxaro Shares For For

For For Approve Revocation of Special Resolution 1 if the Second Repurchase Scheme is Not

Approved or is Treated as a Nullity

2

For For Authorise Specific Issuance of Exxaro Shares to NewBEECo

3

For For Approve Financial Assistance to NewBEECo 4


IPH Ltd


Meeting Type: Annual Ticker: IPH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

3a Elect Richard Grellman as Director For For

For For Elect Andrew Blattman as Director 3b


Andrew Blattman

4


KB Financial Group Inc.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Yoon Jong Kyoo as Inside Director For For


KB Financial Group Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Hur Yin as Non-independent

Non-executive Director

2

Against None Elect Ha Seung Soo as a Shareholder-Nominee

to the Board (Outside Director)

3

Voter Rationale: A vote AGAINST this resolution is warranted. Although Ha appears to be independent from the company, the labor union fails to provide a compelling case to support Ha's nomination, explaining both what change he seeks to effect once on the board, and why his election is the most appropriate means for other shareholders to address that need.

Against None Amend Articles of Incorporation (Shareholder Proposal)

4

Voter Rationale: A vote AGAINST this proposal is warranted because the removal of the CEO from the corporate governance committee will limit the holding company CEO's ability to make an alignment of interests in the holding company structure, and will likely result in a power imbalance within the company.

KB Financial Group Inc.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Yoon Jong Kyoo as Inside Director For For

For For Elect Hur Yin as Non-independent

Non-executive Director

2

Against None Elect Ha Seung Soo as a Shareholder-Nominee

to the Board (Outside Director)

3

Voter Rationale: Although Ha appears to be independent from the company, the labor union fails to provide a compelling case to support Ha's nomination, explaining both what change he seeks to effect once on the board, and why his election is the most appropriate means for other shareholders to address that need

Against None Amend Articles of Incorporation (Shareholder

Proposal)

4

Voter Rationale: A vote AGAINST this proposal is warranted because the removal of the CEO from the corporate governance committee will limit the holding company CEO's ability to make an alignment of interests in the holding company structure, and will likely result in a power imbalance within the company.

NRW Holdings Ltd.


Meeting Type: Annual Ticker: NWH


NRW Holdings Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Michael Arnett as Director For For

Against None Approve the Remuneration Report 2

Voter Rationale: Retesting.

For For Approve Financial Assistance in Relation to the Acquisition of Golding Group Pty Ltd

3

Against For Approve Issuance of 6.41 Million Performance Rights to Julian Pemberton

4


Against For Approve Issuance of 1.25 Million Performance Rights to Julian Pemberton

5


For For Ratify the Past Issuance of Shares to

Institutional and Sophisticated Investors

6

President Energy Plc


Meeting Type: Special Ticker: PPC

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Authorise Issue of Equity Pursuant to the Open Offer and Loan Conversion

For For

For For Authorise Issue of Equity without Pre-emptive Rights Pursuant to the Open Offer and Loan

Conversion

2


3


4

SQN Asset Finance Income Fund Ltd


Meeting Type: Annual Ticker: SQN



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For

For For Re-elect John Falla as Director 2

For For Re-elect Carol Goodwin as Director 3

For For Re-elect Peter Niven as Director 4

For For Re-elect Christopher Spencer as Director 5

For For Elect Paul Meader as Director 6

For For Approve Dividend Policy 7

For For Ratify Baker Tilly CI Audit Limited as Auditors

and Authorise Their Remuneration

8

For For Approve Continuation of Company as a

Closed-Ended Investment Company

9



Rights

11



Meeting Type: Special Ticker: SQN

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Articles of Incorporation For For




Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles of Association For For


SQN Asset Finance Income Fund Ltd Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Consent to Any and All Variations or Abrogations and Privileges Attached to the Ordinary Shares

2




Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles of Association For For

For For Consent to Any and All Variations or Abrogations and Privileges Attached to the C Shares

2

Dunelm Group plc


Meeting Type: Annual Ticker: DNLM

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Reports For For


For For Re-elect Will Adderley as Director 3

For For Re-elect Keith Down as Director 4

For For Re-elect Andy Harrison as Director 5

For For Re-elect Andy Harrison as Director

(Independent Shareholder Vote)

6

For For Re-elect Marion Sears as Director 7

For For Re-elect Marion Sears as Director (Independent

Shareholder Vote)

8

For For Re-elect Liz Doherty as Director 9

For For Re-elect Liz Doherty as Director (Independent

Shareholder Vote)

10


Dunelm Group plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect William Reeve as Director 11

For For Re-elect William Reeve as Director

(Independent Shareholder Vote)

12

For For Re-elect Peter Ruis as Director 13

For For Re-elect Peter Ruis as Director (Independent

Shareholder Vote)

14




Auditors

17



Rights

19


Rights

20


21


For For Amend Long Term Incentive Plan 23



24

Dycom Industries, Inc.


Meeting Type: Annual Ticker: DY

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Dwight B. Duke For For

For For Elect Director Laurie J. Thomsen 1b



3



Dycom Industries, Inc. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Approve Non-Employee Director Omnibus Stock

Plan

6

Jupiter US Smaller Companies PLC


Meeting Type: Annual Ticker: JUS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Gordon Grender as Director 4

For For Re-elect Norman Bachop as Director 5

For For Re-elect Peter Barton as Director 6

For For Re-elect Lisa Booth as Director 7

For For Re-elect Clive Parritt as Director 8


9


For For Approve Continuation of Company as Investment Trust

11


12


13



15

New World Development Co. Ltd.




New World Development Co. Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For


For For Elect Yeung Ping-Leung, Howard as Director 3a

For For Elect Ho Hau-Hay, Hamilton as Director 3b

For For Elect Lee Luen-Wai, John as Director 3c

For For Elect Ki Man-Fung, Leonie as Director 3d

For For Elect Cheng Chi-Heng as Director 3e

For For Authorize Board to Fix Remuneration of

Directors

3f



4




6

Voter Rationale: The share issuance limit is greater than 10 percent.

Against For Approve Grant of Options Under the Share Option Scheme

7

Voter Rationale: A vote AGAINST this resolution is warranted given the following reasons:- an absence of challenging performance criteria and meaningful vesting periods; and- the directors eligible to receive options under the scheme are involved in the administration of the scheme.

Oritani Financial Corp.


Meeting Type: Annual Ticker: ORIT

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Elect Director James J. Doyle, Jr. For Withhold

Voter Rationale: WITHHOLD votes are warranted for compensation committee members James Doyle and John Skelly, in light of the committee's failure to respond to shareholders' concerns following last year's low say on pay vote.

Withhold For Elect Director John J. Skelly, Jr. 1.2

Voter Rationale: WITHHOLD votes are warranted for compensation committee members James Doyle and John Skelly, in light of the committee's failure to respond to shareholders' concerns following last year's low say on pay vote.


Oritani Financial Corp. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Ratify Crowe Horwath LLP as Auditors 2



3

Voter Rationale: A vote AGAINST this proposal is warranted. The compensation committee did not make meaningful changes to the pay program to address shareholder concerns evidenced by last year's low say-on-pay support level. The short-term program continued for the fifth consecutive year to payout at maximum levels based on performance against non-rigorous goals. This has resulted in a marked pay-for-performance disconnect. Additionally, the executive pay program lacks long-term focus.


Pan African Resources PLC


Meeting Type: Annual Ticker: PAF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For


For For Re-elect Rowan Smith as Director 3

For For Re-elect Keith Spencer as Director 4

For For Re-elect Hester Hickey as Member of the Audit

Committee

5

Against For Re-elect Keith Spencer as Member of the Audit

Committee

6

Voter Rationale: Non-independent NED and is a member of the Audit Committee

For For Re-elect Thabo Mosololi as Member of the Audit Committee

7

Against For Approve Remuneration Policy 8

Voter Rationale: Executive Directors are eligible to receive discretionary bonuses

Against For Approve Remuneration Implementation Report 9

Voter Rationale: Executive Directors are eligible to receive discretionary bonuses

For For Reappoint Deloitte LLP as Auditors and


10


Rights

11


Rights

12


Pan African Resources PLC Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Tiso Blackstar Group SE


Meeting Type: Annual Ticker: TBGR

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



Against For Re-elect Nkululeko Sowazi as Director 4


For For Re-elect David Adomakoh as Director 5

For For Appoint Deloitte LLP and Deloitte & Touche (JSE Purpose Only) as Auditors

6

For For Authorise the Audit Committee to Fix Remuneration of Auditors

7


8

Against For Approve Waiver on Tender-Bid Requirement 9

Voter Rationale: Can give rise to creeping control which is not in shareholders interests.


Rights

10


For For Approve Implementation Report 12


Rights

13


Westar Energy, Inc.


Meeting Type: Special Ticker: WR


Westar Energy, Inc.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement For Against

Voter Rationale: We are not supportive of this merger


Voter Rationale: We are not supportive of golden parachutes

Against For Adjourn Meeting 3

Voter Rationale: The proposal would allow the meeting to be adjourned for any reason

BanRegio Grupo Financiero S.A.B. de C.V.


Meeting Type: Special Ticker: GFREGIO O

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Ratify Resolutions Adopted by EGM on April 29, 2016

For For

For For Approve Restructuring Plan 2

For For Approve Creation of New Subholding Company of Banregio Grupo Financiero SAB de CV in

Accordance with Restructuring Plan

3

For For Approve Absorption of BanRegio Grupo Financiero SAB de CV by Corporacion Gfregio SA

de CV

4

For For Approve Sole Responsibility Agreement of Banregio Grupo Financiero SAB de CV

5


6

China International Travel Service Corp. Ltd.




China International Travel Service Corp. Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Amendments to Articles of Association For Abstain

Voter Rationale: The Party Committee would have legitimate authority to significantly influence, and even override the board's decisions, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks.

Against For Amend External Guarantee Management System 2


For For Approve Appointment of 2017 Auditor 3

For For Approve Appointment of 2017 Internal Control Auditor

4

Corporacion Moctezuma S.A.B de C.V.


Meeting Type: Special Ticker: CMOCTEZ *

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Cash Dividends of MXN 1 Per Share For For

For For Appoint Legal Representatives 2

F&C UK Real Estate Investments Limited


Meeting Type: Annual Ticker: FCRE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Consolidated Financial Statements and

Statutory Reports

For For



For For Approve Dividend Policy 4

For For Re-elect Vikram Lall as Director 5


F&C UK Real Estate Investments Limited Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Andrew Gulliford as Director 6

For For Re-elect David Ross as Director 7

For For Re-elect Mark Carpenter as Director 8

For For Re-elect Alexa Henderson as Director 9

For For Ratify PricewaterhouseCoopers CI LLP as

Auditors

10



Rights

12


Finsbury Food Group plc


Meeting Type: Annual Ticker: FIF

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For


For For Elect Robert Beveridge as Director 3

For For Re-elect Stephen Boyd as Director 4

For For Re-elect Raymond Duignan as Director 5

For For Reappoint KPMG LLP as Auditors 6



8


9



Inari Amertron Berhad


Meeting Type: Annual Ticker: INARI

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Remuneration of Directors For For

For For Elect Foo Kok Siew as Director 2

For For Elect Oh Seong Lye as Director 3

For For Elect Lau Kean Cheong as Director 4

For For Approve SJ Grant Thornton as Auditors and Authorize Board to Fix Their Remuneration

5

For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

6

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

Transactions

7

For For Authorize Share Repurchase Program 8

Mani Inc.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Matsutani, Kanji For For

For For Elect Director Matsutani, Masaaki 1.2

For For Elect Director Takai, Toshihide 1.3

For For Elect Director Sakai, Kiyoshi 1.4

For For Elect Director Masaki, Tomoko 1.5

For For Elect Director Morikawa, Michio 1.6

For For Elect Director Matsuda, Michiharu 1.7


Mineral Resources Ltd.


Meeting Type: Annual Ticker: MIN

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: Excessive quantum

For For Elect Kelvin Flynn as Director 2

For For Elect Tim Roberts as Director 3

For For Elect Xi Xi as Director 4

Against Against Approve the Spill Resolution 5

Pantheon International Plc


Meeting Type: Annual Ticker: PIN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Re-elect Sir Laurie Magnus as Director 4

For For Re-elect Ian Barby as Director 5

For For Elect John Burgess as Director 6

For For Elect John Singer as Director 7

For For Re-elect Rhoddy Swire as Director 8

For For Reappoint Grant Thornton UK LLP as Auditors 9


10


11


12


Pantheon International Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Authorise Market Purchase of Ordinary Shares

and Redeemable Shares

13



14

For For Approve Increase in the Maximum Aggregate

Annual Remuneration Payable to Directors

15

Rand Merchant Investment Holdings Limited


Meeting Type: Annual Ticker: RMI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Re-elect Gerrit Ferreira as Director For For

For For Re-elect Sonja De Bruyn Sebotsa as Director 1.2

Against For Re-elect Jan Durand as Director 1.3

Voter Rationale: Overboarded

Against For Re-elect Patrick Goss as Director 1.4

Voter Rationale: Length of tenure compromises role as independent overseer of the board

For For Re-elect Obakeng Phetwe as Director 1.5


For For Approve Remuneration Implementation Report 2

For For Place Authorised but Unissued Shares under

Control of Directors

2


For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company and Authorise Their Remuneration

4

Against For Re-elect Jan Dreyer as Member of the Audit and

Risk Committee

5.1

Voter Rationale: Length of tenure compromises role on key committee

For For Re-elect Sonja De Bruyn Sebotsa as Member of the Audit and Risk Committee

5.2

For For Re-elect Per-Erik Lagerstrom as Member of the Audit and Risk Committee

5.3



Rand Merchant Investment Holdings Limited Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Authorise Issue of Shares or Options Pursuant

to a Reinvestment Option

3

Against For Approve Financial Assistance in Terms of

Sections 44 and 45 of the Companies Act

4

Voter Rationale: Proposals should be considered by shareholders on case by case basis

Against For Adopt New Memorandum of Incorporation 5

Voter Rationale: Proposed amendments allow company to proceed with certain corporate actions without obtaining prior shareholder approval

RMB Holdings Ltd


Meeting Type: Annual Ticker: RMH

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Re-elect Jannie Durand as Director For Against

Voter Rationale: Length of tenure compromises independence on a majority non-independent board

Against For Re-elect Peter Cooper as Director 1.2

Voter Rationale: Length of tenure compromises independence on a majority non-independent board

For For Re-elect Laurie Dippenaar as Director 1.3

For For Re-elect Per-Erik Lagerstrom as Director 1.4

For For Re-elect Murphy Morobe as Director 1.5

For For Place Authorised but Unissued Shares under


2


For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company and Authorise Their Remuneration

4

Against For Re-elect Jan Dreyer as Member of the Audit and

Risk Committee

5.1

Voter Rationale: Length of tenure compromises independence

For For Re-elect Sonja De Bruyn Sebotsa as Member of the Audit and Risk Committee

5.2

For For Re-elect Per-Erik Lagerstrom as Member of the Audit and Risk Committee

5.3


RMB Holdings Ltd Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction



For For Authorise Issue of Shares or Options Pursuant

to a Reinvestment Option

3



4

Voter Rationale: This proposal includes a general authority relating to the provision of financial assistance to Directors. Such proposals should be considered by shareholders on a specific rather than a general basis

Against For Adopt New Memorandum of Incorporation 5

Voter Rationale: The current provision which excludes Executive Directors from retiring by rotation is being maintained in the new MOI. The ability for shareholders to re-elect all directors on a regular basis is an important shareholder right.

Shopping Centres Australasia Property Group


Meeting Type: Annual Ticker: SCP

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Elect Philip Marcus Clark AM as Director 2

For For Elect Philip Redmond as Director 3

For For Approve Issuance of Short Term Incentive

Rights to Anthony Mellowes

4

For For Approve Issuance of Long Term Incentive Rights

to Anthony Mellowes

5

For For Approve Issuance of Short Term Incentive

Rights to Mark Fleming

6

For For Approve Issuance of Long Term Incentive Rights

to Mark Fleming

7

Westgold Resources Ltd


Meeting Type: Annual Ticker: WGX


Westgold Resources Ltd

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve the Adoption of the Remuneration

Report

For For

For For Elect Fiona Van Maanen as a Director 2

For For Elect Johannes Norregaard as a Director 3

For For Elect Peter Schwann as Director 4

Against For Approve Employee Share Option Plan 5

Voter Rationale: Non-executives are eligible to participate in the plan.

Against For Approve Grant of Options to Peter Cook 6

Voter Rationale: Vesting period is less than three years.

Against For Approve Grant of Options to Johannes Norregaard

7

Voter Rationale: Vesting period is less than three years.

For For Ratify the Past Issuance of Shares to Silver Lake

Resources Limited

8

For For Ratify the Past Issuance of Shares to Redland

Plains Pty Ltd.

9

For For Ratify the Past Issuance of Shares to Mining and

Civil Management Services Pty Ltd.

10

Wilson Bayly Holmes-Ovcon Ltd


Meeting Type: Annual Ticker: WBO

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Reappoint BDO South Africa Inc as Auditors of the Company with Jeanie Roberts as the

Designated Auditor

For Against

Voter Rationale: Unable to make an informed decision due to a lack of disclosure re non-audit fees paid.

For For Re-elect Ross Gardiner as Director 2

Abstain For Re-elect Nomgando Matyumza as Chairperson

of the Audit Committee

3.1

Voter Rationale: Has since announced resignation from the board

For For Re-elect Ross Gardiner as Member of the Audit

Committee

3.2


Wilson Bayly Holmes-Ovcon Ltd Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Savannah Maziya as Member of the Audit

Committee

3.3


For For Approve Remuneration Policy and

Implementation Report

5

For For Place Authorised But Unissued Shares under


6


For For Approve Remuneration of Non-executive

Directors

1



2


Alviva Holdings Limited


Meeting Type: Annual Ticker: AVV

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Repurchase of Issued Share Capital For For

For For Approve Financial Assistance in Terms of Section 44 of the Companies Act

2

For For Approve Financial Assistance in the Form of Guarantees to Absa Bank Limited

3

For For Approve Non-executive Director's Fees 4

For For Re-elect Seadimo Chaba as Director 1.1

For For Re-elect Ndumi Medupe as Chairperson of the Audit and Risk Committee

2.1

For For Re-elect Seadimo Chaba as Member of the Audit and Risk Committee

2.2

For For Reappoint SizweNtsalubaGobodo Incorporated as Auditors of the Company with Alex Philippou as the Designated Partner

3


For For Place Authorised but Unissued Shares under Control of Directors

5



Alviva Holdings Limited Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Emirates REIT (CEIC) Limited

Meeting Date: 11/23/2017 Country: United Arab Emirates

Meeting Type: Special Ticker: REIT

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorize Issuance of Sukuk Trust Certificates For For

For For Approve Related Party Transactions in Respect to Issuance of Certificates

2

For For Authorize Purchase of Commodities In Line with Sharia Compliant Financing

3

Evolution Mining Ltd.


Meeting Type: Annual Ticker: EVN

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve the Remuneration Report None For

For For Elect Andrea Hall as Director 2

Against For Elect James (Jim) Askew as Director 3

Voter Rationale: Overboarded.

For For Elect Thomas McKeith as Director 4

For For Approve the Issuance of Performance Rights to

Jacob (Jake) Klein

5

For For Approve the Issuance of Performance Rights to

Lawrence (Lawrie) Conway

6

For For Approve the Employee Share Option and

Performance Rights Plan

7


Harmony Gold Mining Company Ltd


Meeting Type: Annual Ticker: HAR

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Peter Steenkamp as Director For For

For For Re-elect Mavuso Msimang as Director 2

For For Re-elect John Wetton as Director 3

For For Re-elect Ken Dicks as Director 4

For For Re-elect Simo Lushaba as Director 5

For For Re-elect John Wetton as Member of the Audit and Risk Committee

6

For For Re-elect Fikile De Buck as Member of the Audit and Risk Committee

7

For For Re-elect Simo Lushaba as Member of the Audit and Risk Committee

8

For For Re-elect Modise Motloba as Member of the Audit and Risk Committee

9

For For Re-elect Karabo Nondumo as Member of the Audit and Risk Committee

10

For For Reappoint PricewaterhouseCoopers Incorporated as Auditors of the Company

11



Against For Place Authorised but Unissued Shares under Control of Directors

14

Voter Rationale: The proposed authority could result in significant levels of dilution and would give the Board the ability to make significant decisions that ought to be presented for specific shareholder approval.



16

For For Approve Non-Executive Directors' Remuneration 17

For For Approve Once-Off Remuneration to Non-Executive Directors

18



Meeting Type: Annual Ticker: HAR



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Peter Steenkamp as Director For For

For For Re-elect Mavuso Msimang as Director 2

For For Re-elect John Wetton as Director 3

For For Re-elect Ken Dicks as Director 4

For For Re-elect Simo Lushaba as Director 5

For For Re-elect John Wetton as Member of the Audit

and Risk Committee

6

For For Re-elect Fikile De Buck as Member of the Audit

and Risk Committee

7

For For Re-elect Simo Lushaba as Member of the Audit

and Risk Committee

8

For For Re-elect Modise Motloba as Member of the

Audit and Risk Committee

9

For For Re-elect Karabo Nondumo as Member of the

Audit and Risk Committee

10

For For Reappoint PricewaterhouseCoopers

Incorporated as Auditors of the Company

11



Against For Place Authorised but Unissued Shares under


14

Voter Rationale: The proposed authority could result in significant levels of dilution and would give the Board the ability to make significant decisions that ought to be presented for specific shareholder approval.




1

For For Approve Non-Executive Directors' Remuneration 2

For For Approve Once-Off Remuneration to

Non-Executive Directors

3

IOOF Holdings Ltd.


Meeting Type: Annual Ticker: IFL


IOOF Holdings Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect George Venardos as Director For For

Against For Elect Jane Harvey as Director 2b

Voter Rationale: Lack of independence on the nomination committee.


For For Approve the Grant of Performance Rights to Christopher Kelaher

4

For For Ratify the Past Issuance of Shares to Professional and Sophisticated Investors

5

New Century Healthcare Holding Co. Limited



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve VIE Acquisition Agreement, VIE Contracts, Annual Caps and Related Transactions

For For

Qingdao Haier Co., Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Company's Eligibility for Issuance of Convertible Bonds

For For

For For Approve Plan on Issuance of Convertible Bonds 2

For For Approve Issue Type 2.1

For For Approve Issue Scale 2.2

For For Approve Par Value and Issue Price 2.3


Qingdao Haier Co., Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Bond Maturity 2.4

For For Approve Interest Rate 2.5

For For Approve Debt Repayment Period and Manner 2.6

For For Approve Conversion Period 2.7

For For Approve Method of Determination and

Adjustment of Conversion Price

2.8

For For Approve Terms for Downward Adjustment of

Conversion Price

2.9

For For Approve Determination of Conversion of Shares 2.10

For For Approve Terms of Redemption 2.11

For For Approve Terms of Sell-Back 2.12

For For Approve Dividend Distribution Post Conversion 2.13

For For Approve Issue Manner and Target Subscriber 2.14

For For Approve Placing Arrangement for Shareholders 2.15

For For Approve Matters Relating to Meetings of Bond

Holders

2.16

For For Approve Raised Funds Investment of CNY

2,101,500,000

2.17


977,750,000

2.18


468,090,000

2.19


450,880,000

2.20


1,641,760,000

2.21

For For Approve Guarantee Matters 2.22

For For Approve Deposit Management of Raised Funds 2.23

For For Approve Resolution Validity Period 2.24

For For Approve Plan for Convertible Bonds Issuance 3

For For Approve Feasibility Analysis Report on the Use

of Proceeds

4

For For Approve Consumer Upgrades Ice and Other Production Line Intelligent Manufacturing Upgrade Expansion Project

4.1

For For Approve Kitchen Electric and Power Capacity

Project

4.2


Qingdao Haier Co., Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Overseas Emerging Market

Manufacturing Base Construction Project

4.3

For For Approve COSMOPlat Industrial Interconnection

Project

4.4

For For Approve Repayment of Debts 4.5

For For Approve Report on the Usage of Previously

Raised Funds

5

For For Approve Impact of Dilution of Current Returns on Major Financial Indicators and the Relevant Measures to be Taken

6

For For Approve Authorization of Board to Handle All

Related Matters

7

For For Approve Shareholder Returns for the Next Three

Years

8

For For Approve Bond Holder Meeting Principles 9

For For Approve 2017 Related Party Transaction 10

Regis Resources Ltd.


Meeting Type: Annual Ticker: RRL

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Elect Fiona Morgan as Director 2

For For Elect Ross Kestel as Director 3

Against For Approve Share Option Plan 4

Voter Rationale: Vesting period is less than three years as well as accelerated vesting on a change in control.

For For Approve the Grant of Performance Rights to Mark Clark

5

For For Approve the Grant of Performance Rights to Paul Thomas

6

For For Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

7


Saracen Mineral Holdings Ltd.


Meeting Type: Annual Ticker: SAR

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Roric Smith as Director For For

For For Elect Samantha Tough as Director 2


Voter Rationale: Board discretion accounts for 25% of the bonus as well as backwards disclosure on STI targets.

Against None Approve Long Term Incentive Plan 4



Raleigh Finlayson

5

South32 Limited


Meeting Type: Annual Ticker: S32

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2a Elect Frank Cooper as Director For For

For For Elect Ntombifuthi (Futhi) Mtoba as Director 2b

For For Elect Xiaoling Liu as Director 3a

For For Elect Karen Wood as Director 3b


For For Approve the Grant of Awards to Graham Kerr 5

For For Approve Renewal of Proportional Takeover Provisions

6

Woolworths Ltd.


Meeting Type: Annual Ticker: WOW


Woolworths Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Jillian Broadbent as Director For For

Against Against Elect Susan Rennie as Director 2b

Voter Rationale: The current Board has a good skills matrix.

For For Elect Scott Perkins as Director 2c


For For Approve FY18 LTI Grant to Bradford Banducci 4

For For Approve Approach to Termination of Benefits 5

For For Approve the Change of Company Name to Woolworths Group Limited

6

Against Against Amend Company's Constitution 7a

Voter Rationale: The proposal asks to amend the company constitution to require directors to provide more disclosure around human rights. We support more transparency on human rights, especially in light of increasing regulation on this topic. However, changing a company's constitution to force the company to report on single issues undermines our approach to engagement.

Against Against Approve Human Rights Reporting 7b

Voter Rationale: The resolution lists a number of reporting requirements concerning the company's human rights practices. Given that the retailer already discloses information about its practcies and is already participating in the governement's consultation on a potential modern slavery act, we do not support the prescriptive reporting format sought by the resolution's proponent.

AcadeMedia AB

Meeting Date: 11/24/2017 Country: Sweden

Meeting Type: Annual Ticker: ACAD

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Elect Chairman of Meeting For For

For For Prepare and Approve List of Shareholders 3

For For Approve Agenda of Meeting 4

For For Designate Inspector(s) of Minutes of Meeting 5

For For Acknowledge Proper Convening of Meeting 6

For For Accept Financial Statements and Statutory Reports

9


AcadeMedia AB Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Allocation of Income and Omission of

Dividends

10

For For Approve Discharge of Board and President 11

For For Determine Number of Members (7) and Deputy Members (0) of Board; Determine Number of Auditors (1) and Deputy Auditors (0)

12

For For Approve Remuneration of Directors in the Aggregate Amount of SEK 2.5 Million; Approve Remuneration of Auditors

13

For For Reelect Silvija Seres and Anders Bülow as Directors; Elect Anki Bystedt, Johan Andersson, Thomas Berglund, Pia Rudengren and Håkan Sörman as New Directors; Ratify

PricewaterhouseCoopers as Auditors

14

For For Authorize Chairman of Board and Representatives of Three of Company's Largest Shareholders to Serve on Nominating Committee

15

For For Approve Remuneration Policy And Other Terms

of Employment For Executive Management

16

For For Approve Share Matching Plan; Approve Issuance

and Transfer of Shares to Participants

17a

For For Approve Issuance, Acquisition and Transfer of Share to Participants under the Share Matching Plan

17b

Against For Approve Alternative Equity Swap Agreement for

Funding of the Share Matching Plan

17c

Voter Rationale: Would allow for an alternative funding of the plan if the first funding proposal failed to reach majority.

For For Approve Stock Option Plan for Key Employees 18

For For Approve Issuance of Shares of up to 5 Percent

of Share Capital without Preemptive Rights

19

For For Approve Creation of Pool of Capital with

Preemptive Rights

20

Assore Ltd


Meeting Type: Annual Ticker: ASR


Assore Ltd

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Delight Aitken as Director For For

For For Re-elect Ed Southey as Director 2

For For Re-elect Bill Urmson as Director 3

For For Re-elect Ed Southey as Chairman of the Audit

and Risk Committee

4

For For Re-elect Bill Urmson as Member of the Audit

and Risk Committee

5

For For Re-elect Sydney Mhlarhi as Member of the Audit

and Risk Committee

6



Against For Approve Implementation Plan 2



1

Ferreycorp SAA

Meeting Date: 11/24/2017 Country: Peru

Meeting Type: Special Ticker: FERREYC1

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Reduction in Share Capital via Amortization of Treasury Shares

For For

For For Amend Article 5 and Appoint Legal

Representative

2

JPMorgan Emerging Markets Investment Trust plc


Meeting Type: Annual Ticker: JMG


JPMorgan Emerging Markets Investment Trust plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For




For For Re-elect Sarah Arkle as Director 5

For For Re-elect Anatole Kaletsky as Director 6

For For Re-elect Richard Laing as Director 7

For For Elect Ruary Neill as Director 8

For For Re-elect Andrew Page as Director 9


Auditors and Authorise Their Remuneration

10


Investment Trust

11


Rights

12


Rights

13


Kathmandu Holdings Ltd.


Meeting Type: Annual Ticker: KMD

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2a Elect John Harvey as Director For For

For For Elect Philip Bowman as Director 2b

For For Elect Brent Scrimshaw as Director 2c

For For Authorize Board to Fix Remuneration of the Auditors

3

For For Approve the Grant of Performance Rights to Xavier Simonet

4


MMI Holdings Ltd


Meeting Type: Annual Ticker: MMI

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Stephen Jurisich as Director For For

For For Re-elect Fatima Jakoet as Director 2.1

For For Re-elect Johnson Njeke as Director 2.2

For For Re-elect Niel Krige as Director 2.3

For For Re-elect Vuyisa Nkonyeni as Director 2.4

For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company with Andrew Taylor as

the Designated Audit Partner

3

For For Re-elect Frans Truter as Member of the Audit Committee

4.1

For For Re-elect Syd Muller as Member of the Audit Committee

4.2

For For Re-elect Fatima Jakoet as Member of the Audit Committee

4.3

For For Re-elect Louis von Zeuner as Member of the Audit Committee

4.4


Voter Rationale: We are not supportive of retirement bonuses


For For Approve Non-Executive Directors' Fees 1.1

For For Approve Fees of Chairman and Deputy

Chairman

1.2



2

Voter Rationale: The Company seeks an authority to provide financial assistance to any person in connection with the subscription of options or securities issued or to be issued by the Company, or in relation to the purchase of securities. This is a broader authority than what many shareholders may prefer to approve in advance.


3

Against For Authorise Repurchase of Issued Share Capital 4

Voter Rationale: Over 10%


Myer Holdings Ltd.


Meeting Type: Annual Ticker: MYR

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

3a Elect JoAnne Stephenson as Director For For

For For Elect Garry Hounsell as Director 3b

For For Elect Julie Ann Morrison as Director 3c


For For Approve the Grant of Performance Rights to Richard Umbers

5

For For Approve the Amendments to the Company's Constitution

6

For For Approve Renewal of Proportional Takeover Provisions in the Constitution

7

Origin Enterprises Plc


Meeting Type: Annual Ticker: OIZ

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For


For For Re-elect Declan Giblin as Director 3a

For For Re-elect Kate Allum as Director 3b

For For Re-elect Gary Britton as Director 3c




Rights

6


Rights

7a


Origin Enterprises Plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


7b

For For Authorise Market Purchase and Overseas Market

Purchase of Shares

8a

For For Determine Price Range at which Treasury

Shares May be Re-issued Off-Market

8b

Perseus Mining Limited


Meeting Type: Annual Ticker: PRU

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Lack of disclosure on performance targets as well as accelerated vesting on a change in control.

For For Elect Sean Harvey as Director 2

Against For Elect Michael Bohm as Director 3

Voter Rationale: Voted against remuneration two years running.

For For Elect Sally-Anne Layman as Director 4

For For Approve Performance Rights Plan 5


Jeffery Quartermaine

6


Colin Carson

7

For For Appoint PricewaterhouseCoopers as Auditor of

the Company

8

Be Heard Group plc


Meeting Type: Special Ticker: MITH


Be Heard Group plc

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Issue of Equity in Connection to the

Placing and Acquisition

For For


Rights

2


Rights

3

Cashbuild Limited


Meeting Type: Annual Ticker: CSB

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Accept Auditors' Report For For

For For Accept Financial Statements and Statutory Reports for the Year Ended 30 June 2017

2

For For Re-elect Stefan Fourie as Director 3

For For Re-elect Alistair Knock as Director 4

For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company with I Buys as the

Audit Partner

5

For For Re-elect Nomahlubi Simamane as Member of the Audit and Risk Committee

6.1

For For Re-elect Dr Simo Lushaba as Member of the Audit and Risk Committee

6.2

For For Re-elect Hester Hickey as Member of the Audit and Risk Committee

6.3


For For Approve Implementation of the Remuneration Policy

8

For For Approve Remuneration of Non-Executive Directors

9


10

For For Amend Memorandum of Incorporation 11


JAPAN RETAIL FUND INVESTMENT CORP.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Articles to Make Technical Changes For For

For For Elect Executive Director Namba, Shuichi 2

For For Elect Supervisory Director Nishida, Masahiko 3.1

For For Elect Supervisory Director Usuki, Masaharu 3.2

For For Elect Alternate Executive Director Araki, Keita 4.1

For For Elect Alternate Executive Director Kimoto, Seiji 4.2

For For Elect Alternate Supervisory Director Murayama, Shuhei

5

JPMorgan Global Emerging Markets Income Trust plc


Meeting Type: Annual Ticker: JEMI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For



For For Re-elect Andrew Hutton as Director 4

For For Re-elect Sarah Fromson as Director 5

For For Re-elect Richard Robinson as Director 6

For For Re-elect Caroline Gulliver as Director 7

For For Reappoint Ernst & Young LLP as Auditors and


8


Rights

9


Rights

10



JPMorgan Global Emerging Markets Income Trust plc Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Karex Berhad


Meeting Type: Annual Ticker: KAREX

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Law Ngee Song as Director For For

For For Elect Arshad Bin Ayub as Director 2

For For Elect Ong Eng Long @ Ong Siew Chuan as Director

3

Against For Elect Goh Yen Yen as Director 4

Voter Rationale: Executive member of remuneration committee

For For Approve Directors' Fees 5

For For Approve Directors' Benefits (Excluding Directors' Fees)

6


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

8

For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

9

Troy Resources Limited


Meeting Type: Annual Ticker: TRY

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Peter A Stern as Director For For



For For Approve Issuance of Shares to Professional and Sophisticated Investors

3


China Telecom Corporation Ltd



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Liu Aili as Director, Approve His Service Contract, and Authorize Board to Fix His

Remuneration

For For

Clinigen Group Plc


Meeting Type: Annual Ticker: CLIN

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Reports

For For


For For Elect Chris Rigg as Director 3

For For Re-elect Ian Nicholson as Director 4

For For Re-elect Martin Abell as Director 5


Auditors

6


For For Authorise Political Donations and Expenditure 8


Rights

9


Rights

10

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

11

Collection House Ltd.


Meeting Type: Annual Ticker: CLH


Collection House Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Elect Michael Knox as Director 2

For For Elect Kerry John Daly as Director 3

Against Against Remove Philip Hennessy as Director 4

Ferguson PLC


Meeting Type: Annual Ticker: FERG

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For



For For Elect Kevin Murphy as Director 4

For For Elect Michael Powell as Director 5

For For Elect Nadia Shouraboura as Director 6

For For Re-elect Tessa Bamford as Director 7

For For Re-elect John Daly as Director 8

For For Re-elect Gareth Davis as Director 9

For For Re-elect Pilar Lopez as Director 10

For For Re-elect John Martin as Director 11

For For Re-elect Alan Murray as Director 12

For For Re-elect Darren Shapland as Director 13

For For Re-elect Jacqueline Simmonds as Director 14



16


17


Ferguson PLC Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Rights

18


Rights

19


20


PT Astra International Tbk


Meeting Type: Special Ticker: ASII

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Sri Indrastuti Hadiputranto as Commisonner

For For

Sistema PJSFC

Meeting Date: 11/28/2017 Country: Russia

Meeting Type: Special Ticker: AFKS

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Approve Interim Dividends for First Nine Months

of Fiscal 2017 For For

Trinseo S.A.


Meeting Type: Special Ticker: TSE

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Henri Steinmetz For For


Woolworths Holdings Ltd


Meeting Type: Annual Ticker: WHL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Re-elect Zarina Bassa as Director For For

For For Re-elect Hubert Brody as Director 1.2

For For Re-elect Nombulelo Moholi as Director 1.3

For For Re-elect Sam Ngumeni as Director 1.4

For For Elect John Dixon as Director 2

For For Reappoint Ernst & Young Inc as Auditors of the Company

3

For For Re-elect Patrick Allaway as Member of the Audit Committee

4.1

For For Re-elect Zarina Bassa as Member of the Audit Committee

4.2

For For Re-elect Hubert Brody as Member of the Audit Committee

4.3

For For Re-elect Andrew Higginson as Member of the Audit Committee

4.4


Voter Rationale: Increase in pay despite decrease in TSR and financial performance not making targets - too much salary is fixed

Against For Approve Implementation Report 6

Voter Rationale: Increase in pay despite decrease in TSR and financial performance not making targets - too much salary is fixed

For For Approve the Value-Added Tax Paid or Payable by

the Non-executive Directors on Their Fees

7.1

For For Approve Non-executive Directors' Fees for the Period 1 January to 31 December 2018

7.2

For For Adopt Memorandum of Incorporation 8


For For Approve Financial Assistance to Related or Inter-related Companies

10

For For Approve Issuance of Shares or Options and Grant Financial Assistance in Terms of the Company's Share-Based Incentive Schemes

11


Cromwell Property Group


Meeting Type: Annual/Special Ticker: CMW

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

2 Elect Geoffrey Levy as Director For For

For For Elect Andrew Konig as Director 3

For For Elect Jane Tongs as Director 4

For For Elect Leon Blitz as Director 5


Voter Rationale: Pay for performance misalignment and high quantum.

Industrial and Commercial Bank of China Limited



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Remuneration of Directors and Supervisors for 2016

For For

For For Elect Anthony Francis Neoh as Director 2

For For Amend Rules and Procedures Regarding General Meetings of Shareholders

3

Abstain For Amend Rules and Procedures Regarding Meetings of Board of Directors

4

Voter Rationale: Would grant the Party Committee with legitimate authority to assert disproportionate influence over the board and its committees, and expose shareholders to governance risks

For For Amend Rules and Procedures Regarding Meetings of Board of Supervisors

5

Microsoft Corporation


Meeting Type: Annual Ticker: MSFT


Microsoft Corporation

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William H. Gates, III For For

For For Elect Director Reid G. Hoffman 1.2

For For Elect Director Hugh F. Johnston 1.3

For For Elect Director Teri L. List-Stoll 1.4

For For Elect Director Satya Nadella 1.5

For For Elect Director Charles H. Noski 1.6

For For Elect Director Helmut Panke 1.7

For For Elect Director Sandra E. Peterson 1.8

For For Elect Director Penny S. Pritzker 1.9

For For Elect Director Charles W. Scharf 1.10

For For Elect Director Arne M. Sorenson 1.11

For For Elect Director John W. Stanton 1.12

For For Elect Director John W. Thompson 1.13

For For Elect Director Padmasree Warrior 1.14



2




For For Amend Executive Incentive Bonus Plan 5

Against For Approve Omnibus Stock Plan 6


PT Tambang Batubara Bukit Asam Tbk


Meeting Type: Special Ticker: PTBA

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles of Association For Against


PT Tambang Batubara Bukit Asam Tbk Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: Lack of information

For For Approve Stock Split 2

For For Approve Resignation of Arie Prabowo Ariotedjo

as Director

3

Sandfire Resources NL


Meeting Type: Annual Ticker: SFR

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Elect Dr Roric Smith as Director 2

Against For Elect Derek La Ferla as Director 3

Voter Rationale: Overboarded.

For For Approve the Grant of Performance Rights to Karl

M Simich

4

SANYO HOUSING NAGOYA CO. LTD.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Miyazaki, Soichi For For

For For Elect Director Sawada, Yasunari 1.2

For For Elect Director Mito, Naoki 1.3

For For Elect Director Kohara, Noboru 1.4

For For Elect Director Omori, Takaharu 1.5

For For Elect Director Miyazaki, Takuya 1.6

For For Elect Director Ori, Takashi 1.7

For For Elect Director Endo, Akikazu 1.8


SANYO HOUSING NAGOYA CO. LTD. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Appoint Statutory Auditor Nakamura, Masahiro 2.1

For For Appoint Statutory Auditor Amano, Kageharu 2.2

Against For Approve Director Retirement Bonus 3

Voter Rationale: The bonus amount is not disclosed.

Seek Ltd.


Meeting Type: Annual Ticker: SEK

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


Voter Rationale: No performance conditions in equity rights award and the LTI is based on a cliff vesting performance criteria.

For For Elect Neil Chatfield as Director 3a

For For Elect Julie Fahey as Director 3b

For For Elect Vanessa Wallace as Director 3c

For For Adopt New Constitution 4

Against For Approve the Grant of Equity Right to Andrew

Bassat

5

Voter Rationale: No performance conditions attached.

Against For Approve the Grant of LTI Rights to Andrew Bassat

6

Voter Rationale: Cliff vesting applies meaning full vesting will occur if the average growth rate is achieved.

Shimachu Co. Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final

Dividend of JPY 40

For For


Shimachu Co. Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Elect Director Okano, Takaaki 2.1

For For Elect Director Kushida, Shigeyuki 2.2

For For Elect Director Oshima, Koichiro 2.3

For For Elect Director Hosokawa, Tadahiro 2.4

For For Elect Director Orimoto, Kazuya 2.5

For For Elect Director Ebihara, Yumi 2.6

For For Elect Director and Audit Committee Member

Demura, Toshifumi

3.1


Tajima, Koji

3.2


Yamaguchi, Hiro

3.3


Kubomura, Yasushi

3.4

ST Barbara Ltd.


Meeting Type: Annual Ticker: SBM

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


Voter Rationale: Retests of the LTI are permitted.

For For Elect Tim Netscher as Director 2

Against For Approve Issuance of Performance Rights to Robert (Bob) Vassie

3

Voter Rationale: Retests are permitted.

Warpaint London PLC


Meeting Type: Special Ticker: W7L


Warpaint London PLC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Authorise Issue of Equity in Connection to the

Placing and Acquisition

For For

For For Authorise Issue of Equity without Pre-emptive Rights in Connection to the Placing and Acquisition

2

Akzo Nobel NV

Meeting Date: 11/30/2017 Country: Netherlands

Meeting Type: Special Ticker: AKZA

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect M.J. de Vries to Management Board For For

For For Elect P.W. Thomas to Supervisory Board 2a

For For Elect S.M Clark to Supervisory Board 2b

For For Elect M. Jaski to Supervisory Board 2c

For For Approve Spin-Off with Specialty Chemicals Business

3

Bank of Queensland Ltd


Meeting Type: Annual Ticker: BOQ

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Roger Davis as Director For For

For For Elect Michelle Tredenick as Director 2b

For For Elect Margaret Seale as Director 2c

For For Elect Bruce Carter as Director 2d

For For Approve the Grant of Performance Award Rights

to Jon Earle Sutton

3


Bank of Queensland Ltd Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Issuance of Plan Shares Under the

BOQ Employee Share Plan

4

For For Approve Issuance of Restricted Shares Under

the BOQ Restricted Share Plan

5

For For Approve Issuance of Award Rights Under the

BOQ Award Rights Plan

6

For For Approve the First Selective Buy-Back Scheme

in Relation to the Convertible Preference Shares

7a

For For Approve the Second Selective Buy-Back Scheme

in Relation to the Convertible Preference Shares

7b


China CITIC Bank Corporation Ltd.



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Rules of Procedure for General Meetings of Shareholders

For For

For For Amend Rules of Procedures for the Board of Supervisors

2

For For Approve Caps for Asset Transfer with CITIC Group and Its Associates for the Years 2018-2020

3.1

For For Approve Caps for Wealth Management and Investment Services with CITIC Group and Its Associates for the Years 2018-2020

3.2

For For Approve Caps for Credit Extension with CITIC Group and Its Associates for the Years 2018-2020

3.3

For For Approve Caps for Credit Extension with Xinhu Zhongbao and Its Associates for the Years 2018-2020

3.4

For For Approve Caps for Credit Extension with China Tobacco and Its Associates for the Years 2018-2020

3.5


China CITIC Bank Corporation Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Abstain For Approve Amendments to Articles of Association 4

Voter Rationale: The proposed amendments may result in granting the Party Committee with legitimate authority to significantly influence the leadership and corporate governance of the company, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks

For For Approve Issuance of Tier-Two Capital Bonds 5

Fast Retailing



Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Yanai, Tadashi For For

For For Elect Director Hambayashi, Toru 1.2

For For Elect Director Hattori, Nobumichi 1.3

For For Elect Director Murayama, Toru 1.4

For For Elect Director Shintaku, Masaaki 1.5

For For Elect Director Nawa, Takashi 1.6

For For Appoint Deloitte Touche Tohmatsu LLC as New

External Audit Firm

2

FirstRand Ltd


Meeting Type: Annual Ticker: FSR

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Re-elect Pat Goss as Director For Against

Voter Rationale: length of tenure compromises his position as Lead Independent director as well as role on key committees

Against For Re-elect Paul Harris as Director 1.2

Voter Rationale: Paul Harris and Herman Bosman are non-independent NEDs who serve as members of a Board on which there is no majority of independent NEDs among the NEDs. The absence of an independent majority on the Board increases the potential for the Board to be unable to effectively oversee the executive management of the Company.


FirstRand Ltd Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Re-elect Russell Loubser as Director 1.3

For For Re-elect Tandi Nzimande as Director 1.4

For For Elect Thandie Mashego as Director 1.5

Against For Elect Herman Bosman as Director 1.6

Voter Rationale: Paul Harris and Herman Bosman are non-independent NEDs who serve as members of a Board on which there is no majority of independent NEDs among the NEDs. The absence of an independent majority on the Board increases the potential for the Board to be unable to effectively oversee the executive management of the Company.

For For Reappoint Deloitte & Touche as Auditors of the Company

2.1

For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company

2.2


Voter Rationale: Lack of disclosure and one-off and cash-settled LTEMRS cash awards converted into participation awards made at a significant discount to the market price on grant date

Against For Approve Remuneration Implementation Report 2

Voter Rationale: Lack of disclosure and one-off and cash-settled LTEMRS cash awards converted into participation awards made at a significant discount to the market price on grant date

For For Place Authorised but Unissued Ordinary Shares under Control of Directors

3




For For Approve Financial Assistance to Directors and Prescribed Officers as Employee Share Scheme Beneficiaries

2.1

For For Approve Financial Assistance to Related and Inter-related Entities

2.2

For For Approve Remuneration of Non-executive Directors

3

Grand Korea Leisure Co. Ltd.




Grand Korea Leisure Co. Ltd.

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Remove Lee Gi-woo from Inside Director

(Non-contentious)

For For

Harel Insurance Investments & Financial Services Ltd.


Meeting Type: Special Ticker: HARL

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1.1 Reelect Israel Gilead as External Director For For

For For Elect Miri Sharir Lent as External Director 1.2

For For Ratify Amended Compensation Policy for the Directors and Officers

2

For For Approve Employment Terms of Yair Hamburger, Chairman

3

For For Approve Employment Terms of Gideon Hamburger, Director

4

For For Approve Employment Terms of Joav Tzvi Manor, Director

5


A


Against None If you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.

B1


Against None If you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.

B2



Harel Insurance Investments & Financial Services Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.

B3

JPMorgan Global Convertibles Income Fund Limited


Meeting Type: Annual Ticker: JGCI

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For



For For Elect Gailina Liew as Director 4

For For Re-elect Simon Miller as Director 5

For For Re-elect Philip Taylor as Director 6

For For Re-elect Charlotte Valeur as Director 7

For For Re-elect Paul Meader as Director 8

For For Ratify Ernst & Young LLP as Auditors and Authorise Their Remuneration

9


10


11


MegaFon PJSC


Meeting Type: Special Ticker: MFON


MegaFon PJSC

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Executive Director For For

MegaFon PJSC


Meeting Type: Special Ticker: MFON

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Elect Executive Director For For

Ramelius Resources Ltd


Meeting Type: Annual Ticker: RMS

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For Elect Michael Andrew Bohm as Director 2

Against Against Elect Stephen Lewis Matthews as Director 3

Voter Rationale: No compelling case to support his election.

Retail Food Group Ltd


Meeting Type: Annual Ticker: RFG

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction



Retail Food Group Ltd Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

Voter Rationale: Lack of disclosure around bonus targets and pay-outs so shareholders are unable to determine pay for performance alignment.

For For Elect Colin Archer as Director 2

For For Elect Kerry Ryan as Director 3

For For Approve Financial Assistance by Associated Foodservice Entities

4

For For Approve Grant of Performance Rights to Andre Nell

5

SSGA SPDR ETFS EUROPE I PLC - Barclays Emerging Markets Local Bond UCITS ETF


Meeting Type: Annual Ticker: EMDD

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For

For For Ratify PricewaterhouseCoopers as Auditors 2


For For Review the Company's Affairs 4

Against For Transact Other Business 5

Voter Rationale: Other business not disclosed.

SSGA SPDR ETFS EUROPE I PLC - SPDR S&P 400 US MID CAP UCITS ETF


Meeting Type: Annual Ticker: SPY4

Proposal Number

Proposal Text

Mgmt Rec

Vote Instruction


For For

For For Ratify PricewaterhouseCoopers as Auditors 2


SSGA SPDR ETFS EUROPE I PLC - SPDR S&P 400 US MID CAP UCITS ETF Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For Review the Company's Affairs 4

Against For Transact Other Business 5

Voter Rationale: Other business not disclosed

St Ives plc


Meeting Type: Annual Ticker: SIV

Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction


For For






For For Re-elect Matt Armitage as Director 7

For For Re-elect Brad Gray as Director 8

For For Re-elect Mike Butterworth as Director 9

For For Re-elect Nigel Pocklington as Director 10

For For Re-elect Helen Stevenson as Director 11

For For Re-elect Richard Stillwell as Director 12


13


14

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

Other Capital Investment

15



17


Weichai Power Co., Ltd.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

1 Amend Articles of Association For Abstain

Voter Rationale: The proposed amendments may result in granting the Party Committee with legitimate authority to significantly influence the leadership and corporate governance of the company, allowing it to assert disproportionate influence over the board and expose shareholders to governance risks.

For For Approve Provision of Guarantee 2

Yue Yuen Industrial (Holdings) Ltd.



Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

A Approve Sixth Supplemental PCC Services Agreement, Proposed Caps and Related Transactions

For For

For For Approve Fifth Supplemental PCC Connected Sales Agreement, Proposed Caps and Related Transactions

B

For For Approve Fifth Supplemental PCC Connected Purchases Agreement, Proposed Caps and Related Transactions

C

For For Approve Sixth Supplemental GBD Management Service Agreement, Proposed Caps and Related Transactions

D

For For Approve Sixth Supplemental Godalming Tenancy Agreement, Proposed Caps and Related Transactions

E

For For Approve PCC/YY Tenancy Agreement, Proposed

Caps and Related Transactions

F

For For Approve PCC/PS Tenancy Agreement, Proposed

Caps and Related Transactions

G

For For Amend TCHC Stock Option Plan H

For For Approve Grant of Options to Jay Patel Under the

TCHC Stock Option Plan

I

For For Approve Grant of Options to Steven Richman

Under the TCHC Stock Option Plan

J


Yue Yuen Industrial (Holdings) Ltd. Proposal

Number

Proposal Text

Mgmt Rec

Vote

Instruction

For For Approve Grant of Options to Eve Richey Under

the TCHC Stock Option Plan

K

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