australian ethical proxy voting record

1

This report summarises Australian Ethical’s proxy voting record for the period 1 July 2020 to 30 June 2021, covering both domestic and international stocks. Our Proxy Voting Policy is that we are ‘committed to voting on company resolutions where we have voting authority and responsibility to do so’ consistent with IFSA Standard 13.00 – Proxy Voting’. The summary covers the following funds:

Australian Ethical Australian Shares Fund

Australian Ethical Emerging Companies Fund

Australian Ethical Diversified Share Fund

Australian Ethical International Shares Fund

The number of resolutions over the period totalled 4,576. Of these, we voted on 4,448 items, representing 97.2% of all resolutions.

Of the 4,448 proxies voted during the period, 347 were voted ‘Against’ and we abstained/withheld from 80 votes.

On 442 occasions we voted against management recommendations, representing 9.9% of total votes. Of these the majority related to the election of directors (210 resolutions), and the approval of the remuneration report (45 resolutions).

Within our 442 votes against management recommendations:

114 related to matters concerning management, executive or board remuneration and incentives.

111 were instances due to diversity and inclusion concerns

69 instances concerning the independence of board members, committee members, or auditors

29 instances on the basis of shareholder rights

24 instances due to ESG concerns

2

A summary of our proxy voting record for the period 1 July 2020 to 30 June 2021 follows, covering both domestic and international stocks:

Fund

Number voted

for

Number voted

against

Number

abstained/withheld

Total

Resolutions

*Rows do not add up to the total due to “say-on-pay’ votes

Advocacy voting by Australian Ethical Limited Australian Ethical only invests in companies which it assesses to be aligned with the Australian Ethical Charter. However, we may acquire nominal advocacy holdings of shares in a non-aligned company for the purpose of advocating for change with the company. For example, these nominal advocacy holdings allow us to support shareholder resolutions or new directors asking for change. Nominal advocacy holdings may be acquired by Australian Ethical Limited to undertake advocacy activity as investment manager of the Advocacy Fund. The voting of these nominal advocacy holdings is reported below and not in the main section of this Proxy Voting Report, and the votes for these nominal advocacy holdings are not included in the statistics in the Proxy Voting Summary table. We only show below the meeting resolutions initiated by shareholders seeking to influence the company. We do not show resolutions initiated by management or the board where we abstain from voting our nominal advocacy holding.

Origin Energy Limited

Meeting date: 20 October 2020 Country: Australia Ticker: ORG

Proposal Number

Proposal Summary Proponent Board Rec Vote Instruction

5(a) Amend the Constitution to allow shareholders to express opinions or request information by ordinary resolution at shareholder meetings.

Shareholder Against For

5(b) Request review of the process to obtain Free Prior Informed Consent from Aboriginal native title holders and claimants on whose land the company plans to undertake fracking in the Northern Territory Beetaloo sub-basin.


5(c) Request review of advocacy activities undertaken by the company’s Industry Associations relating to economic stimulus measures in response to COVID-19. Recommend suspension of membership where advocacy inconsistent with the goals of the Paris Agreement.


Santos Limited

Meeting date: 15 April 2021 Country: Australia Ticker: STO

Proposal Number

Proposal Summary Proponent Board Rec

Vote Instruction

6(a) Amend the Constitution to allow shareholders to express opinions or request information by ordinary resolution at shareholder meetings.


6(b) Request reporting on how the company’s capital expenditure and operations will be managed consistently with the Paris Climate Agreement goals.

Shareholder Against [Not able to vote

resolution at meeting

because 6(a) not passed]

6(c) [Resolution for ‘say on climate’ withdrawn’ by proponent]

Vote Summary Report

Date range covered: 07/01/2020 to 06/30/2021

J Sainsbury Plc

Meeting Date: 07/02/2020

Record Date: 06/30/2020

Country: United Kingdom

Meeting Type: Annual

Primary Security ID: G77732173

Ticker: SBRY

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

Mgmt For For Accept Financial Statements and Statutory Reports

1

Mgmt For For Approve Remuneration Report 2

Mgmt For For Approve Remuneration Policy 3

Mgmt For For Elect Tanuj Kapilashrami as Director 4

Mgmt For For Elect Simon Roberts as Director 5

Mgmt For For Elect Keith Weed as Director 6

Mgmt For For Re-elect Brian Cassin as Director 7

Mgmt For For Re-elect Jo Harlow as Director 8

Mgmt For For Re-elect David Keens as Director 9

Mgmt For For Re-elect Kevin O'Byrne as Director 10

Mgmt For For Re-elect Dame Susan Rice as Director 11

Mgmt For For Re-elect Martin Scicluna as Director 12

Mgmt For For Reappoint Ernst & Young LLP as Auditors 13

Mgmt For For Authorise the Audit Committee to Fix Remuneration of Auditors

14

Mgmt For For Authorise Issue of Equity 15

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

16

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

Other Capital Investment

17

Mgmt For For Authorise EU Political Donations and Expenditure

18

Mgmt For For Authorise Market Purchase of Ordinary Shares 19

Mgmt For For Approve Share Incentive Plan Rules and Trust Deed

20

Mgmt For For Adopt New Articles of Association 21

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

22

Vote Summary Report


Cyclopharm Limited



Country: Australia


Primary Security ID: Q3079G106

Ticker: CYC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Remuneration Report Mgmt None For For

Mgmt For Against For Elect David James Heaney as Director 2

Mgmt For Against For Approve Issuance of Shares to James McBrayer 3

Continental AG



Country: Germany


Primary Security ID: D16212140

Ticker: CON

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Receive Financial Statements and Statutory

Reports for Fiscal 2019 (Non-Voting) Mgmt

Mgmt For For Approve Allocation of Income and Dividends of

EUR 3.00 per Share 2

Mgmt For For Approve Discharge of Management Board

Member Elmar Degenhart for Fiscal 2019 3.1


Member Hans-Juergen Duensing for Fiscal 2019 3.2


Member Frank Jourdan for Fiscal 2019 3.3


Member Christian Koetz for Fiscal 2019 3.4


Member Helmut Matschi for Fiscal 2019 3.5


Member Ariane Reinhart for Fiscal 2019 3.6


Member Wolfgang Schaefer for Fiscal 2019 3.7


Member Nikolai Setzer for Fiscal 2019 3.8

Mgmt For For Approve Discharge of Supervisory Board

Member Wolfgang Reitzle for Fiscal 2019 4.1

Vote Summary Report


Continental AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For Approve Discharge of Supervisory Board Member Hasan Allak for Fiscal 2019

4.2

Mgmt For For Approve Discharge of Supervisory Board Member Christiane Benner for Fiscal 2019

4.3

Mgmt For For Approve Discharge of Supervisory Board Member Gunter Dunkel for Fiscal 2019

4.4

Mgmt For For Approve Discharge of Supervisory Board Member Francesco Grioli for Fiscal 2019

4.5

Mgmt For For Approve Discharge of Supervisory Board Member Peter Gutzmer for Fiscal 2019

4.6

Mgmt For For Approve Discharge of Supervisory Board Member Michael Iglhaut for Fiscal 2019

4.7

Mgmt For For Approve Discharge of Supervisory Board Member Satish Khatu for Fiscal 2019

4.8

Mgmt For For Approve Discharge of Supervisory Board Member Isabel Knauf for Fiscal 2019

4.9

Mgmt For For Approve Discharge of Supervisory Board Member Klaus Mangold for Fiscal 2019

4.10

Mgmt For For Approve Discharge of Supervisory Board Member Sabine Neuss for Fiscal 2019

4.11

Mgmt For For Approve Discharge of Supervisory Board Member Rolf Nonnenmacher for Fiscal 2019

4.12

Mgmt For For Approve Discharge of Supervisory Board Member Dirk Nordmann for Fiscal 2019

4.13

Mgmt For For Approve Discharge of Supervisory Board Member Lorenz Pfau for Fiscal 2019

4.14

Mgmt For For Approve Discharge of Supervisory Board Member Klaus Rosenfeld for Fiscal 2019

4.15

Mgmt For For Approve Discharge of Supervisory Board Member Georg Schaeffler for Fiscal 2019

4.16

Mgmt For For Approve Discharge of Supervisory Board Member Maria-Elisabeth Schaeffler-Thumann for

Fiscal 2019

4.17

Mgmt For For Approve Discharge of Supervisory Board Member Joerg Schoenfelder for Fiscal 2019

4.18

Mgmt For For Approve Discharge of Supervisory Board Member Stefan Scholz for Fiscal 2019

4.19

Mgmt For For Approve Discharge of Supervisory Board Member Gudrun Valten for Fiscal 2019

4.20

Mgmt For For Approve Discharge of Supervisory Board Member Kirsten Voerkel for Fiscal 2019

4.21

Mgmt For For Approve Discharge of Supervisory Board Member Elke Volkmann for Fiscal 2019

4.22

Mgmt For For Approve Discharge of Supervisory Board Member Erwin Woerle for Fiscal 2019

4.23

Vote Summary Report



Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For Approve Discharge of Supervisory Board Member Siegfried Wolf for Fiscal 2019

4.24

Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2020 5


Mgmt For For Approve Remuneration of Supervisory Board 7

VMware, Inc.



Country: USA


Primary Security ID: 928563402

Ticker: VMW

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Anthony Bates Mgmt For Against

Mgmt For For Advisory Vote to Ratify Named Executive

Officers' Compensation 2

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3

AusNet Services Ltd.



Country: Australia


Primary Security ID: Q0708Q109

Ticker: AST

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2a Elect Ralph Craven as Director Mgmt For For For

Mgmt For For For Elect Sally Farrier as Director 2b

Mgmt For For For Elect Nora Scheinkestel as Director 2c

Mgmt For For For Approve Remuneration Report 3

Mgmt For For For Approve Renewal of Proportional Takeover Provision

4

Mgmt For For For Approve Grant of Performance Rights and Deferred Rights to Tony Narvaez

5

Mgmt For For For Approve the Issuance of Up to 10 Percent of the Company's Issued Capital

6

Vote Summary Report


AusNet Services Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Issuance of Shares Under the Dividend Reinvestment Plan

7

Mgmt For For For Approve Issuance of Shares Under the Employee Incentive Scheme

8

BT Group Plc






Ticker: BT.A

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Accept Financial Statements and Statutory

Reports Mgmt For For

Mgmt For For Approve Remuneration Report 2


Mgmt For For Re-elect Jan du Plessis as Director 4

Mgmt For For Re-elect Philip Jansen as Director 5

Mgmt For For Re-elect Simon Lowth as Director 6

Mgmt For For Re-elect Iain Conn as Director 7

Mgmt For For Re-elect Isabel Hudson as Director 8

Mgmt For For Re-elect Mike Inglis as Director 9

Mgmt For For Re-elect Matthew Key as Director 10

Mgmt For For Re-elect Allison Kirkby as Director 11

Mgmt For For Elect Adel Al-Saleh as Director 12

Mgmt For For Elect Sir Ian Cheshire as Director 13

Mgmt For For Elect Leena Nair as Director 14

Mgmt For For Elect Sara Weller as Director 15

Mgmt For For Reappoint KPMG LLP as Auditors 16

Mgmt For For Authorise the Audit and Risk Committee to Fix

Remuneration of Auditors 17

Mgmt For For Authorise Issue of Equity 18

Mgmt For For Authorise Issue of Equity without Pre-emptive

Rights 19

Vote Summary Report


BT Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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


20

Mgmt For For Authorise Market Purchase of Ordinary Shares 21

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

22

Mgmt For For Authorise EU Political Donations and Expenditure

23

Mgmt For For Approve Employee Sharesave Plan 24

Mgmt For For Approve International Employee Sharesave Plan 25

Mgmt For For Approve Employee Stock Purchase Plan 26

Mgmt For For Approve Restricted Share Plan 27

Mgmt For For Approve Deferred Bonus Plan 28

Mgmt For For Adopt New Articles of Association 29

Nordex SE



Country: Germany

Meeting Type: Special

Primary Security ID: D5736K135

Ticker: NDX1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Creation of EUR 26.2 Million Pool of Capital with Partial Exclusion of Preemptive Rights

Mgmt For For

Mgmt For For Approve Creation of EUR 16 Million Pool of

Capital with Preemptive Rights 2

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 350 Million; Approve Creation of EUR 18.4 Million Pool of

Capital to Guarantee Conversion Rights

3

Experian Plc



Country: Jersey



Ticker: EXPN

Vote Summary Report


Experian Plc

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Reports Mgmt For For For


Mgmt For For For Approve Remuneration Policy 3

Mgmt Against Against For Re-elect Dr Ruba Borno as Director 4

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Michael (Mike) Rogers, George Rose, Ruba Borno, Caroline Donahue, Luiz Fleury and Deirdre Mahlan are warranted for lack of diversity on the board. Votes FOR the remaining nominees are warranted at this time.

Mgmt For For For Re-elect Brian Cassin as Director 5

Mgmt Against Against For Re-elect Caroline Donahue as Director 6


Mgmt Against Against For Re-elect Luiz Fleury as Director 7


Mgmt Against Against For Re-elect Deirdre Mahlan as Director 8


Mgmt For For For Re-elect Lloyd Pitchford as Director 9

Mgmt Against Against For Re-elect Mike Rogers as Director 10


Mgmt Against Against For Re-elect George Rose as Director 11


Mgmt For For For Re-elect Kerry Williams as Director 12

Mgmt For For For Reappoint KPMG LLP as Auditors 13

Mgmt For For For Authorise Board to Fix Remuneration of Auditors 14

Mgmt For For For Authorise Issue of Equity 15

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

Rights 16

Vote Summary Report


Experian Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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


17

Mgmt For For For Authorise Market Purchase of Ordinary Shares 18

Siemens Gamesa Renewable Energy SA



Country: Spain


Primary Security ID: E8T87A100

Ticker: SGRE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial

Statements Mgmt For For For

Mgmt For For For Approve Consolidated and Standalone

Management Reports 2

Mgmt For For For Approve Non-Financial Information Statement 3

Mgmt For For For Approve Discharge of Board 4

Mgmt For For For Approve Allocation of Income and Dividends 5

Mgmt For For For Ratify Appointment of and Elect Andreas C.

Hoffmann as Director 6

Mgmt For For For Ratify Appointment of and Elect Tim Oliver Holt

as Director 7

Mgmt For For For Ratify Appointment of and Elect Harald von

Heynitz as Director 8

Mgmt For For For Ratify Appointment of and Elect Maria Ferraro

as Director 9

Mgmt For For For Ratify Appointment of and Elect Andreas Nauen

as Director 10

Mgmt For For For Fix Number of Directors at 10 11

Mgmt For For For Renew Appointment of Ernst & Young as

Auditor 12

Mgmt For For For Authorize Share Repurchase Program 13

Mgmt Against Against For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to

20 Percent

14

Voting Policy Rationale: Votes AGAINST these items are warranted because the potential dilution exceeds the guidelines for issuances without preemptive rights.

Vote Summary Report


Siemens Gamesa Renewable Energy SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Authorize Issuance of Non-Convertible Bonds/Debentures and/or Other Debt Securities up to EUR 2 Billion and Issuance of Notes up to EUR 800 Million

15

Mgmt Against Against For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 1.5 Billion with Exclusion of Preemptive Rights up to 20 Percent of Capital

16

Voting Policy Rationale: Votes AGAINST these items are warranted because the potential dilution exceeds the guidelines for issuances without preemptive rights.

Mgmt For For For Amend Remuneration Policy 17

Mgmt For For For Amend Articles of General Meeting Regulations Re: Right of Information and Intervention at

General Meetings

18.1

Mgmt For For For Amend Article 15 of General Meeting Regulations Re: Public Request for

Representation

18.2

Mgmt For For For Amend Articles of General Meeting Regulations Re: Technical Improvements

18.3

Mgmt For For For Amend Article 20 and Add New Provision to General Meeting Regulations Re: Remote

Attendance at General Meetings

18.4

Mgmt For For For Authorize Board to Ratify and Execute Approved Resolutions

19

Mgmt For For For Advisory Vote on Remuneration Report 20

Marvell Technology Group Ltd.



Country: Bermuda


Primary Security ID: G5876H105

Ticker: MRVL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1A Elect Director Tudor Brown Mgmt For For For

Mgmt For For For Elect Director Brad Buss 1B

Mgmt Against Against For Elect Director Edward Frank 1C

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee member Edward Frank are warranted for lack of diversity on the board. Votes FOR the remaining nominees are warranted at this time.

Mgmt For For For Elect Director Richard S. Hill 1D

Mgmt For For For Elect Director Bethany Mayer 1E

Vote Summary Report


Marvell Technology Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Matthew J. Murphy 1F

Mgmt For For For Elect Director Michael Strachan 1G

Mgmt For For For Elect Director Robert E. Switz 1H

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

2

Voting Policy Rationale: A vote AGAINST this proposal is warranted. The STI program (for the CEO) is based entirely on pre-set quantitative performance goals, which appear to be rigorous, and below-target payouts are in-line with company performance. However, there is significant concern surrounding the magnitude of the value creation award granted to CEO Murphy in FY2020. While the award requires substantial increase in stock price over an extended period for it to be earned, there is potential for the CEO to earn a relatively large payout if the goal is achieved. In addition, while the company does not plan to grant these types of awards going forward, the company does not state that this grant was meant to replace multiple years of annual equity awards. Further, the relative TSR metric is not particularly rigorous, and there is no disclosure of a vesting cap if absolute TSR is negative over the performance period.

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

3

United Utilities Group Plc






Ticker: UU

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt For For For Approve Final Dividend 2


Mgmt Against Against For Re-elect Sir David Higgins as Director 4

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Sir David Higgins, Mark Clare, Lord Stephen Carter, Alison Goligher, Brian May and Paulette Rowe are warranted for lack of diversity on the board. Votes FOR Steven (Steve) Mogford are warranted at this time.

Mgmt For For For Re-elect Steve Mogford as Director 5

Mgmt Against Against For Re-elect Mark Clare as Director 6


Mgmt Against Against For Re-elect Brian May as Director 7


Vote Summary Report


United Utilities Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Re-elect Stephen Carter as Director 8


Mgmt Against Against For Re-elect Alison Goligher as Director 9


Mgmt Against Against For Re-elect Paulette Rowe as Director 10



Mgmt For For For Authorise the Audit Committee to Fix




Rights 14

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

15


Mgmt For For For Authorise the Company to Call General Meeting

with Two Weeks' Notice 17

Mgmt For For For Authorise EU Political Donations and

Expenditure 18

Eroad Limited



Country: New Zealand


Primary Security ID: Q3601T105

Ticker: ERD

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Elect Tony Gibson as Director Mgmt For For For

Mgmt For For For Elect Barry Einsig as Director 2

Mgmt For For For Authorize Board to Fix Remuneration of the Auditors

3

Vote Summary Report


Xilinx, Inc.



Country: USA



Ticker: XLNX

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Dennis Segers Mgmt For For For

Mgmt For For For Elect Director Raman K. Chitkara 1.2

Mgmt For For For Elect Director Saar Gillai 1.3

Mgmt For For For Elect Director Ronald S. Jankov 1.4

Mgmt For For For Elect Director Mary Louise Krakauer 1.5

Mgmt For For For Elect Director Thomas H. Lee 1.6

Mgmt For For For Elect Director Jon A. Olson 1.7

Mgmt For For For Elect Director Victor Peng 1.8

Mgmt For For For Elect Director Elizabeth W. Vanderslice 1.9

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

2

Mgmt For For For Ratify Ernst & Young LLP as Auditors 3

Xero Limited





Primary Security ID: Q98665104

Ticker: XRO

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Authorize Board to Fix Remuneration of the

Auditors Mgmt For For For

Mgmt For For For Elect Lee Hatton as Director 2

Mgmt For For For Elect Rod Drury as Director 3

Mgmt For For For Elect Mark Cross as Director 4

Microchip Technology Incorporated



Country: USA



Ticker: MCHP

Vote Summary Report


Microchip Technology Incorporated

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Steve Sanghi Mgmt For For For

Mgmt For For For Elect Director Matthew W. Chapman 1.2

Mgmt For For For Elect Director L.B. Day 1.3

Mgmt For For For Elect Director Esther L. Johnson 1.4

Mgmt For For For Elect Director Wade F. Meyercord 1.5


Mgmt For For For Advisory Vote to Ratify Named Executive


Fisher & Paykel Healthcare Corporation Limited






Ticker: FPH

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Pip Greenwood as Director Mgmt For For For

Mgmt For For For Elect Geraldine McBride as Director 2


3

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

4

Voting Policy Rationale: A vote AGAINST the proposed increase in maximum aggregate remuneration of non-executive directors is warranted. The quantum of the proposed increase to the NED fee pool of 39 percent is excessive as this time.

Mgmt For For For Approve Issuance of Performance Share Rights to Lewis Gradon

5

Mgmt For For For Approve Issuance of Options to Lewis Gradon 6

Mgmt For For For Approve 2019 Performance Share Rights Plan Rules - North American Plan and 2019 Share Option Plan Rules - North American Plan

7

Aon Plc



Country: Ireland



Ticker: AON

Vote Summary Report


Aon Plc

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve the Issuance of the Aggregate Scheme

Consideration Mgmt For For For

Mgmt For For For Adjourn Meeting 2

Straker Translations Ltd.



Country: Australia


Primary Security ID: Q8784V108

Ticker: STG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Authorize Board to Fix Remuneration of the Auditors

Mgmt For For For

Mgmt For For For Elect Amanda Cribb as Director 2

Mgmt Against Against For Elect Paul Wilson as Director 3

Voting Policy Rationale: Item 2A vote FOR the election of Amanda Cribb is warranted.Item 3A vote AGAINST the reelection of Paul Wilson is warranted due to the following:* His presence contributes to the board being not majority independent. He represents Bailador Technology Investments Limited, a substantial shareholder with only 12.06 percent ownership stake in the company; and* He has substantial board commitments and is classified to be overboarded.

Mgmt For For For Approve the Amendments to the Company's Constitution

4

Mgmt Against Against For Approve the Issuance of Up to 10 Percent of the Company's Issued Capital

5

Voting Policy Rationale: A vote AGAINST this resolution is warranted because the company did not provide specific and compelling rationale for seeking the authority, and the company does not appear to have a need for an additional placement capacity.

Mgmt For For For Ratify Past Issuance of Consideration Shares to Co-Founders of The New Zealand Translation Centre Limited

6

Mgmt For For For Approve Amendment to Terms of Existing

Legacy ESOP Options - Cashless Exercise 7

Mgmt For For None Approve Amendment to Terms of Existing LTI

ESOP Options - Cashless Exercise 8

Mgmt Against Against None Approve 2020 LTI ESOP Scheme 9

Mgmt Against Against None Approve Issuance of Options to Grant Straker 10

Mgmt Against Against None Approve Issuance of Options to Merryn Straker 11

Mgmt Against Against None Approve Issuance of Options to Phil Norman 12

Vote Summary Report


MEDNAX, Inc.



Country: USA


Primary Security ID: 58502B106

Ticker: MD

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Karey D. Barker Mgmt For For For

Mgmt Withhold Withhold For Elect Director Waldemar A. Carlo 1.2

Voting Policy Rationale: WITHHOLD votes for compensation committee members Manuel Kadre and Waldemar Carlo are warranted due to inadequate responsiveness following last year's failed say-on-pay vote.A vote FOR the remaining director nominees is warranted.

Mgmt For For For Elect Director Paul G. Gabos 1.3

Mgmt Withhold Withhold For Elect Director Manuel Kadre 1.4

Voting Policy Rationale: WITHHOLD votes for compensation committee members Manuel Kadre and Waldemar Carlo are warranted due to inadequate responsiveness following last year's failed say-on-pay vote.A vote FOR the remaining director nominees is warranted.

Mgmt For For For Elect Director Thomas A. McEachin 1.5

Mgmt For For For Elect Director Roger J. Medel 1.6

Mgmt For For For Elect Director Mark S. Ordan 1.7

Mgmt For For For Elect Director Michael A. Rucker 1.8

Mgmt For For For Elect Director Guy P. Sansone 1.9

Mgmt For For For Elect Director John M. Starcher, Jr. 1.10

Mgmt For For For Elect Director Shirley A. Weis 1.11

Mgmt For For For Change Company Name to Pediatrix Medical

Group, Inc. 2

Mgmt For For For Amend Articles of Incorporation to Change Company Name of MEDNAX Services, Inc., a Subsidiary of the Company, to PMG Services,

Inc.

3

Mgmt Against Against For Ratify PricewaterhouseCoopers LLP as Auditors 4

Voting Policy Rationale: A vote AGAINST the ratification of the company's auditor is warranted given that non-audit fees represent 32.85 percent of the total fees received by the auditor during the fiscal year, raising substantial doubts over the independence of the auditor.

Mgmt Against Against For Advisory Vote to Ratify Named Executive


Voting Policy Rationale: A vote AGAINST this proposal is warranted. The committee did not demonstrate sufficient responsiveness to the shareholder concerns that lead to the failed say-on-pay vote in 2019. Disclosure of shareholder engagement meeting details was vague, and it is not clear that changes were made to the compensation plan in response to shareholders' concerns. In addition, the company reduced the annual incentive targets below the prior year targets and result without sufficient rationale, and performance shares continue to rely on a one-year performance period that has yielded a target payout for the third consecutive year amidst continued negative share returns.

Vote Summary Report


Royal KPN NV



Country: Netherlands


Primary Security ID: N4297B146

Ticker: KPN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

Special Meeting Agenda Mgmt

Mgmt Open Meeting 1

Mgmt Opportunity to Make Recommendations for the Appointment of a Member of the Supervisory

Board

2

Mgmt For For For Elect Alejandro Douglass Plater to Supervisory Board

3

Mgmt Close Meeting 4

Patterson Companies, Inc.



Country: USA



Ticker: PDCO

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director John D. Buck Mgmt For Against Against

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members John Buck, Robert (Bob) Frenzel, Ellen Rudnick and Neil Schrimsher are warranted for lack of diversity on the board. Votes FOR the remaining nominees are warranted.

Mgmt For For For Elect Director Alex N. Blanco 1b

Mgmt For For For Elect Director Jody H. Feragen 1c

Mgmt Against Against For Elect Director Robert C. Frenzel 1d


Mgmt For For For Elect Director Francis J. Malecha 1e

Mgmt Against Against For Elect Director Ellen A. Rudnick 1f


Vote Summary Report


Patterson Companies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Director Neil A. Schrimsher 1g


Mgmt For For For Elect Director Mark S. Walchirk 1h


2


Cromwell Property Group



Country: Australia


Primary Security ID: Q2995J103

Ticker: CMW

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Gary Weiss as Director SH Against Against Against

SH Against For Against Elect Joseph Gersh as Director 2

Tesla, Inc.



Country: USA


Primary Security ID: 88160R101

Ticker: TSLA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Elon Musk Mgmt For For For

Mgmt Against Against For Elect Director Robyn Denholm 1.2

Voting Policy Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.* Votes AGAINST board chair Robyn Denholm are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.Votes AGAINST audit committee chair Robyn Denholm are warranted given concerns on the risk oversight function of the board, in light of the pledging of a significant amount of the company's common stock by certain directors and executives.Votes AGAINST compensation committee member Robyn Denholm are further warranted due to consecutive years of high director pay without a reasonable rationale disclosed.A vote FOR the remaining director nominees is warranted.

Vote Summary Report


Tesla, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Hiromichi Mizuno 1.3


2

Voting Policy Rationale: A vote AGAINST this proposal is warranted. CEO Musk received less than $30,000 in total pay for the year under review, after receiving a special performance-based stock option award valued by Social Advisory Services at $3.2 billion in the prior year. While CEO pay was minimal for the year in review, a review of the pay programs for other NEOs reveals concerning features.The company does not maintain traditional incentive programs, with NEO pay consisting entirely of base salary and sizable equity awards that lack performance vesting conditions. While stock options are appreciation-based and require an increase in the stock price in order to gain value, investors increasingly expect a meaningful portion of long-term incentives to be tied to pre-set performance goals. The magnitude of equity awards granted to an internally promoted NEO is also concerning, particularly as the proxy does not provide detail regarding how the committee determines the size of equity awards.

Mgmt For For For Ratify PricewaterhouseCoopers LLP as Auditors 3

SH Against Against Against Report on Paid Advertising 4

SH For For Against Adopt Simple Majority Vote 5

Voting Policy Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement enhances shareholder rights.

SH For For Against Report on Employee Arbitration 6

Voting Policy Rationale: A vote FOR this resolution is warranted because more information on the impact that the company's standard arbitration provision has on Tesla's employees would allow shareholders to better assess the risks associated with the company's use of arbitration agreements; could result in improved recruitment, development and retention; and the company has been involved in several recent and related controversies.

SH For For Against Additional Reporting on Human Rights 7

Voting Policy Rationale: A vote FOR this proposal is warranted, as additional information regarding policies and processes the company has implemented to address human rights impacts in its operations and supply chain would allow shareholders to better gauge how well Tesla is managing human rights related risks in light of current related controversies.

Mercury NZ Limited






Ticker: MCY

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Hannah Hamling as Director Mgmt For For For

Mgmt For For For Elect Andy Lark as Director 2

Mgmt For For For Elect Scott St John as Director 3

Mgmt For For For Elect Patrick Strange as Director 4

Vote Summary Report


Stagecoach Group Plc





Primary Security ID: G8403M233

Ticker: SGC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For For



Mgmt For For For Elect Lynne Weedall as Director 4

Mgmt Against Against For Re-elect Gregor Alexander as Director 5

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Fraser (Gregor) Alexander, Sir Brian Souter and Karen Thomson are warranted for lack of diversity on the board. Votes FOR the remaining nominees are warranted at this time.

Mgmt For For For Re-elect James Bilefield as Director 6

Mgmt For For For Re-elect Martin Griffiths as Director 7

Mgmt For For For Re-elect Ross Paterson as Director 8

Mgmt Against Against For Re-elect Sir Brian Souter as Director 9


Mgmt For For For Re-elect Ray O'Toole as Director 10

Mgmt Against Against For Re-elect Karen Thomson as Director 11


Mgmt For For For Reappoint Ernst & Young LLP as Auditors 12



Mgmt For For For Authorise EU Political Donations and

Expenditure 14

Mgmt For For For Approve Restricted Share Plan 15



Rights 17


18


Vote Summary Report


Stagecoach Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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

20

ASX Limited



Country: Australia


Primary Security ID: Q0604U105

Ticker: ASX

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

3a Elect Damian Roche as Director Mgmt For For For

Mgmt For For For Elect Rob Woods as Director 3b


Mgmt For For For Approve Grant of Performance Rights to

Dominic Stevens 5

Janison Education Group Ltd



Country: Australia


Primary Security ID: Q4985N102

Ticker: JAN

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Remuneration Report Mgmt For For For

Mgmt Against Against None Approve the Spill Resolution 2

Mgmt For For For Elect Allison Doorbar as Director 3

Mgmt For Against For Elect Brett Chenoweth as Director 4

Mgmt For Against For Approve the Issuance of Up to 10 Percent of the Company's Issued Capital

5

Mgmt For For For Ratify Past Issuance of Shares to Sophisticated and Institutional Investors

6

Mgmt For Against For Ratify Past Issuance of Performance Rights to David Caspari

7

Mgmt For For For Approve the Janison Education Group Limited Rights Plan

8

Mgmt For For For Approve Issuance of Shares to Mike Hill 9

Vote Summary Report


Janison Education Group Ltd Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Issuance of Shares to Allison Doorbar 10

Mgmt For For For Approve Issuance of Shares to Brett Chenoweth 11

Mgmt For For For Approve Issuance of Shares to Wayne Houlden 12

Mgmt For For For Approve Issuance of Shares to David Willington 13

Mgmt For For For Approve Issuance of Shares to Thomas Richardson

14

Mgmt For For For Approve Issuance of Shares to Employees of the Company

15

Meridian Energy Limited





Primary Security ID: Q5997E121

Ticker: MEL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Mark Verbiest as Director Mgmt For For For

Analog Devices, Inc.



Country: USA



Ticker: ADI

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Issue Shares in Connection with Acquisition Mgmt For For For


Brambles Limited



Country: Australia



Ticker: BXB

Vote Summary Report


Brambles Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect John Patrick Mullen as Director 3

Mgmt For For For Elect Nora Lia Scheinkestel as Director 4

Mgmt For For For Elect Kenneth Stanley McCall as Director 5

Mgmt For For For Elect Tahira Hassan as Director 6

Mgmt For For For Elect Nessa O'Sullivan as Director 7

Mgmt For For For Approve Brambles Limited MyShare Plan 8

Mgmt For For For Approve Participation of Graham Chipchase in

the Performance Share Plan 9

Mgmt For For For Approve Participation of Nessa O'Sullivan in the

Performance Share Plan 10

Mgmt For For For Approve Participation of Nessa O'Sullivan in the

MyShare Plan 11

Mgmt For For For Approve Extension of On-Market Share

Buy-Backs 12

Herman Miller, Inc.



Country: USA



Ticker: MLHR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Mary Vermeer Andringa Mgmt For For For

Mgmt For For For Elect Director Andi R. Owen 1.2

Mgmt For For For Elect Director Candace S. Matthews 1.3

Mgmt For For For Ratify KPMG LLP as Auditors 2

Mgmt For For For Approve Omnibus Stock Plan 3


4

Vote Summary Report


Telstra Corporation Limited



Country: Australia



Ticker: TLS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

3a Elect Peter R Hearl as Director Mgmt For For For

Mgmt For For For Elect Bridget Loudon as Director 3b

Mgmt For For For Elect John P Mullen as Director 3c

Mgmt For For For Elect Elana Rubin as Director 3d

Mgmt For For For Adopt New Constitution 4

Mgmt For For For Approve Grant of Restricted Shares to Andrew Penn

5a

Mgmt For For For Approve Grant of Performance Rights to Andrew Penn

5b


Barratt Developments Plc






Ticker: BDEV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction





Mgmt For For For Re-elect John Allan as Director 4

Mgmt For For For Re-elect David Thomas as Director 5

Mgmt For For For Re-elect Steven Boyes as Director 6

Mgmt For For For Re-elect Jessica White as Director 7

Mgmt For For For Re-elect Richard Akers as Director 8

Mgmt For For For Re-elect Nina Bibby as Director 9

Mgmt For For For Re-elect Jock Lennox as Director 10

Mgmt For For For Re-elect Sharon White as Director 11

Vote Summary Report


Barratt Developments Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Reappoint Deloitte LLP as Auditors 12

Mgmt For For For Authorise the Audit Committee to Fix Remuneration of Auditors

13

Mgmt For For For Authorise EU Political Donations and Expenditure

14


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

16



18

Mgmt For For For Adopt New Articles of Association 19

Cleanaway Waste Management Limited



Country: Australia


Primary Security ID: Q2506H109

Ticker: CWY

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2 Approve Remuneration Report Mgmt For For Against

Voting Policy Rationale: A qualified vote FOR the company's remuneration report is warranted. The company's remuneration structure is in line with market, and no misalignment between pay and performance is observed through quantitative analysis for the year under review. Further, STI bonuses are much reduced with downward board discretion applied to the CEO's bonus and LTI outcomes for the prior three-year period are commensurate with strong shareholder outcomes. The qualification is to highlight concerns with:* The quantum of CEO and NED remuneration significantly exceeds the median of peers;* Insufficient disclosure of specific and quantified STI targets hinders a shareholder assessment of performance targets for bonuses to executives;* The absence of disclosure of actual results of performance measures and compared with targets to justify LTI vesting, and* The company's announcement regarding allegations of the CEO's poor behavior and bullying.

Mgmt For For For Elect Philippe Etienne as Director 3a

Mgmt For For For Elect Terry Sinclair as Director 3b

Mgmt For For For Elect Samantha Hogg as Director 3c

Mgmt ***Withdrawn Resolution*** Approve Grant of Performance Rights to Vik Bansal Under the Long-Term Incentive Plan

4a

Mgmt ***Withdrawn Resolution*** Approve Grant of Performance Rights to Vik Bansal Under the Deferred Equity Plan

4b

Mgmt For For For Approve the Increase in Maximum Aggregate

Remuneration of Non-Executive Directors 5

Vote Summary Report


CSL Limited



Country: Australia



Ticker: CSL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2a Elect Bruce Brook as Director Mgmt For For For

Mgmt For For For Elect Carolyn Hewson as Director 2b

Mgmt For For For Elect Pascal Soriot as Director 2c


Mgmt Against Against For Approve Grant of Performance Share Units to Paul Perreault

4

Voting Policy Rationale: A vote AGAINST the grant of Performance Share Units to CEO Paul Perreault is warranted.* The quantum of the award at 400 percent of fixed remuneration is excessive and three times higher than the market median,* The award structure has a rolling seven-year performance period which incorporates known and achieved prior year results, where prior year performance would have already been rewarded in the STI award,* There are four tranches in the grant that each have a mix of past and future year results in an overlap of performance periods when compared to other annual LTI grants. This may result in doubling up vesting for achieving the same outcomes as identified in the Remuneration Report resolution (refer vesting outcomes in Item 3),* Some tranches of the grant have short vesting periods of one and two years, which fall below the minimum expectation of at least three years for LTI awards,* Despite the high absolute returns expected, the ROIC hurdles have reduced in this FY21 grant from a range of 24-27 percent in the FY19 grant to 20-23 percent.

Paychex, Inc.



Country: USA



Ticker: PAYX

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director B. Thomas Golisano Mgmt For For For

Mgmt For For For Elect Director Thomas F. Bonadio 1b

Mgmt For For For Elect Director Joseph G. Doody 1c

Mgmt Against Against For Elect Director David J.S. Flaschen 1d

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Joseph Tucci, David Flaschen, Pamela Joseph and Joseph Velli are warranted for lack of diversity on the board.A vote FOR the remaining director nominees is warranted.

Mgmt Against Against For Elect Director Pamela A. Joseph 1e


Mgmt For For For Elect Director Martin Mucci 1f

Vote Summary Report


Paychex, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Director Joseph M. Tucci 1g


Mgmt Against Against For Elect Director Joseph M. Velli 1h


Mgmt For For For Elect Director Kara Wilson 1i


2

Mgmt For For For Amend Omnibus Stock Plan 3


Perpetual Limited



Country: Australia



Ticker: PPT

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Tony D'Aloisio as Director 2

Mgmt For For For Elect Fiona Trafford-Walker as Director 3

Mgmt For For For Approve Grant of Performance Rights to Rob

Adams 4

Xinjiang Goldwind Science & Technology Co., Ltd.



Country: China


Primary Security ID: Y97237112

Ticker: 2208

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

EGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Vote Summary Report


Xinjiang Goldwind Science & Technology Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

SH For For For Elect Dong Zhenyu as Director 1

Mgmt Against Against For Amend Rules and Procedures Regarding Meetings of Board of Directors

2

Voting Policy Rationale: A vote AGAINST these proposals is warranted given the lack of disclosure on the revisions to the proposed Rules.

Mgmt Against Against For Amend Rules and Procedures Regarding Meetings of Supervisory Committee

3

Voting Policy Rationale: A vote AGAINST these proposals is warranted given the lack of disclosure on the revisions to the proposed Rules.

Cochlear Limited



Country: Australia



Ticker: COH

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Approve Financial Statements and Reports of

the Directors and Auditors Mgmt For For For

Mgmt For For For Approve Remuneration Report 2.1

Mgmt For For For Elect Andrew Denver as Director 3.1

Mgmt For For For Elect Bruce Robinson as Director 3.2

Mgmt For For For Elect Michael Daniell as Director 3.3

SH Against Against Against Elect Stephen Mayne as Director 4.1

Mgmt For For For Approve Grant of Securities to Dig Howitt 5.1

Mgmt For For For Adopt New Constitution 6.1

Mgmt For For For Approve Proportional Takeover Provisions in the

Proposed Constitution 7.1

IDP Education Limited



Country: Australia



Ticker: IEL

Vote Summary Report


IDP Education Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2a Elect David Battersby as Director Mgmt For For For

Mgmt For For For Elect Ariane Barker as Director 2b

Mgmt Against Against For Approve Remuneration Report 3

Voting Policy Rationale: A vote AGAINST the remuneration report is warranted.* The company paid bonuses for the year in which it received $4.5 million in government JobKeeper subsidies and reduced employees' fixed remuneration by 20 percent over a 4.5-month period.* There is continued poor disclosure in the STI which does not meet appropriate market standards.* The company fails to present LTI grants to shareholders for approval at the AGM, which is inconsistent with accepted good governance practice in ASX300 companies.

OncoSil Medical Limited



Country: Australia



Ticker: OSL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Christopher Roberts as Director 2

Mgmt Abstain For For Ratify Past Issuance of Placement Shares to Professional and Sophisticated Investors

3

Voting Policy Rationale: A qualified vote FOR this resolution is warranted given the compelling rationale of the capital raising.Concerns, however, are raised on the significant level of dilution to non-participating shareholders of the Placement as a whole.

Mgmt For For None Approve Employee Share Plan 4

Mgmt For For For Approve Issuance of Performance Dependent

Loan Shares to Daniel Kenny 5

Stockland



Country: Australia

Meeting Type: Annual/Special

Primary Security ID: Q8773B105

Ticker: SGP

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2 Elect Kate McKenzie as Director Mgmt For For For

Vote Summary Report


Stockland Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Tom Pockett as Director 3

Mgmt For For For Elect Andrew Stevens as Director 4


Mgmt For For For Approve Renewal of Termination Benefits Framework

6

Orora Limited



Country: Australia



Ticker: ORA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2 Elect Abi Cleland as Director Mgmt For For For

Mgmt For For For Approve Grant of Deferred Performance Rights

to Brian Lowe 3a

Mgmt For For For Approve Grant of Performance Rights to Brian

Lowe 3b


Mgmt For Against For Approve the Amendments to the Company's

Constitution 5

Healius Limited



Country: Australia



Ticker: HLS

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Robert Hubbard as Director 3

Mgmt For For For Approve Issuance of Securities Under the Short-Term Incentive Plan

4

Mgmt For For For Approve Issuance of Securities to Malcolm Parmenter

5

Mgmt For Against For Approve the Amendments to the Company's Constitution

6

Vote Summary Report


Healius Limited

HRL Holdings Ltd.



Country: Australia


Primary Security ID: Q4738P107

Ticker: HRL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Stephen Howse as Director 2

Mgmt For For For Elect Richard Stephens as Director 3

Mgmt For Against For Approve Issuance of Performance Rights to

Stephen Howse 4


Megaport Ltd.



Country: Australia


Primary Security ID: Q5941Y108

Ticker: MP1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Bevan Slattery as Director 2

Mgmt For For For Ratify Past Issuance of 7.10 Million Megaport Shares to Institutional, Experienced,

Sophisticated and Professional Investors

3

Mgmt For For For Ratify Past Issuance of 5.26 Million Megaport Shares to Institutional, Experienced,

Sophisticated and Professional Investors

4

Mgmt Against Against None Approve Grant of Options to Vincent English 5

Suncorp Group Limited



Country: Australia



Ticker: SUN

Vote Summary Report


Suncorp Group Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Approve Grant of Performance Rights to Steve

Johnston 2

Mgmt For For For Elect Elmer Funke Kupper as Director 3a

Mgmt For For For Elect Simon Machell as Director 3b

Dexus



Country: Australia



Ticker: DXS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Approve Grant of Performance Rights to Darren Steinberg

2

Mgmt For For For Elect Patrick Allaway as Director 3.1

Mgmt For For For Elect Richard Sheppard as Director 3.2

Mgmt For For For Elect Peter St George as Director 3.3

Insurance Australia Group Ltd.



Country: Australia



Ticker: IAG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Simon Allen as Director 2

Mgmt For For For Elect Duncan Boyle as Director 3

Mgmt For For For Elect Sheila McGregor as Director 4

Mgmt For For For Elect Jonathan Nicholson as Director 5

Vote Summary Report


Insurance Australia Group Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Approve Proportional Takeover Provisions 7

SH Against Against Against Approve the Amendments to the Company's Constitution

8

SH For For Against Approve IAG World Heritage Policy 9

Voting Policy Rationale: A vote FOR this proposal is warranted as this would ensure the company's commitment to protect World Heritage sites and to guarantee that the company's focus is on its long-term interests of maintaining a thriving community and environment.

SH Against Against Against Approve Relationship with Industry Associations 10

Mgmt For For For Approve Issuance of Executive Performance Rights to Nicholas Hawkins

11

ATOS SE



Country: France


Primary Security ID: F06116101

Ticker: ATO

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

Ordinary Business Mgmt

Mgmt For For For Discussion About Medium-Term Orientation of

the Company 1

Mgmt For For For Elect Edouard Philippe as Director 2

Mgmt For For For Authorize Filing of Required Documents/Other

Formalities 3

Bendigo and Adelaide Bank Limited



Country: Australia



Ticker: BEN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2 Elect Jacqueline Hey as Director Mgmt For For For

Mgmt For For For Elect Jim Hazel as Director 3

Vote Summary Report


Bendigo and Adelaide Bank Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

SH Against Against Against Elect Anthony Fels as Director 4


Mgmt For For For Approve Issuance of Shares to Marnie Baker under the Loan Funded Share Plan

6

Mgmt For For For Approve Grant of Performance Rights to Marnie Baker under the Omnibus Equity Plan

7

Mgmt For For For Approve First Capital Reduction Scheme 8a

Mgmt For For For Approve Second Capital Reduction Scheme 8b

Mgmt For For For Ratify Past Issuance of Placement Shares to Existing and New Domestic and International

Institutional Investors

9

Blackmores Limited



Country: Australia



Ticker: BKL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect David Ansell as Director 2

Mgmt For For For Approve Grant of STI Shares to Alastair

Symington 3

Mgmt For For For Approve Grant of LTI Shares to Alastair

Symington 4

Boral Limited



Country: Australia



Ticker: BLD

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2.1 Elect Kathryn Fagg as Director Mgmt For For For

Mgmt For For For Elect Paul Rayner as Director 2.2

Mgmt For For For Elect Rob Sindel as Director 2.3

Vote Summary Report


Boral Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Deborah O'Toole as Director 2.4

Mgmt Against Against For Elect Ryan Stokes as Director 2.5

Voting Policy Rationale: A vote AGAINST the re-election of Kathryn Fagg (Item 2.1) is warranted. Shareholder concerns are noted in regard to decision-making which has contributed to a material decline in company performance and corporate governance issues are raised in connection with Seven Group's appointment of two non-independent nominee directors and potential membership on key board committees. Shareholders may seek to hold the chair of the board accountable.A qualified vote for the re-election of Paul Rayner (Item 2.2) is warranted. Given his excessive tenure he has been re-classified as a non-independent director. Given disclosure that Rayner will be stepping down from the board during this next term, qualified support is based on this fact and in facilitating appropriate transition of his knowledge as the longest-tenured director in a whole-of-business strategic review.A vote FOR the election of independent directors Rob Sindel (Item 2.3) and Deborah O'Toole (Item 2.4) is warranted as there are no material concerns regarding board and committee composition resulting from their election. Sindel, in particular, was CEO of ASX-listed CSR and possesses good knowledge of the building products industry which should be relevant to the company.A vote AGAINST the election of Ryan Stokes (Item 2.5) and Richard Richards (Item 2.6) is warranted. Both nominees are overboarded and non-independent.

Mgmt ***Withdrawn Resolution*** Elect Richard Richards as Director

2.6


Mgmt For For For Approve Grant of LTI Rights to Zlatko Todorcevski

4

Mgmt For For For Approve Grant of Fixed Equity Rights to Zlatko Todorcevski

5

Cogstate Limited



Country: Australia



Ticker: CGS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Martyn Myer as Director 3a

Mgmt For For For Elect Richard van den Broek as Director 3b

Mgmt For Against For Approve Issuance of Options to Bradley

O'Connor 4

Mgmt For Against None Approve the Increase in Non-Executive

Directors' Fee Pool 5

Immutep Limited



Country: Australia



Ticker: IMM

Vote Summary Report


Immutep Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Remuneration Report Mgmt For Against For

Mgmt For For For Elect Grant Chamberlain as Director 2

Mgmt For Against For Approve the Issuance of Up to 10 Percent of the

Company's Issued Capital 3

Mgmt For For For Ratify Past Issuance of Placement Shares to

Institutional and Sophisticated Investors 4

Mgmt For Against For Approve Potential Termination Benefits for

Eligible Executives 5

Mgmt For Against For Approve Grant of Performance Rights to Grant

Chamberlain 6

Link Administration Holdings Limited



Country: Australia


Primary Security ID: Q5S646100

Ticker: LNK

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Peeyush Gupta as Director Mgmt For For For

Mgmt For For For Elect Sally Pitkin as Director 2


Mgmt For For For Approve Link Group Omnibus Equity Plan 4

Mgmt For For For Approve Issuance of Performance Share Rights to Vivek Bhatia

5


6

MNF Group Limited



Country: Australia



Ticker: MNF

Vote Summary Report


MNF Group Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Andy Fung as Director 2

Mgmt For For For Elect Gail Pemberton as Director 3

Mgmt For Against None Approve the Increase in Maximum Aggregate


Mgmt For For None Approve MNF Group Limited Equity Incentive

Plan 5

Mgmt For For For Approve Issuance of Unlisted Options to Rene

Sugo 6


Constitution 7

EQT Holdings Limited



Country: Australia



Ticker: EQT

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2.1 Elect Catherine Robson as Director Mgmt For For For

Mgmt For For For Elect Carol Schwartz as Director 2.2

Mgmt For For For Elect James (Jim) Minto as Director 2.3


Mgmt For For For Approve Grant of Awards to Michael O'Brien 4

Mgmt For For For Approve Re-insertion of Proportional Takeover Provisions in Constitution

5

Impedimed Limited



Country: Australia



Ticker: IPD

Vote Summary Report


Impedimed Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Judith Downes as Director 3.1

Mgmt For For For Elect Robert Graham as Director 3.2

Mgmt For For For Elect David Anderson as Director 3.3

Mgmt For For For Approve Grant of Performance Rights to Richard

Carreon 4

Mgmt For Against For Approve Grant of Options to Richard Carreon 5



Mgmt For Against For Approve ImpediMed Employee Incentive Plan 7

Mgmt For For For Approve ImpediMed Executive Share Plan 8

Mgmt For For For Approve Grant of Shares to Richard Carreon 9

Mgmt For For For Approve Grant of Shares to Scott Ward 10.1

Mgmt For For For Approve Grant of Shares to Judith Downes 10.2

Mgmt For For For Approve Grant of Shares to Don Williams 10.3

Mgmt For For For Approve Grant of Shares to Amit Patel 10.4

Mgmt For For For Approve Grant of Shares to Robert Graham 10.5

Mgmt For For For Approve Grant of Shares to David Anderson 10.6

Netwealth Group Limited



Country: Australia



Ticker: NWL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Michael Heine as Director 3

Mgmt For For For Elect Timothy Antonie as Director 4

Vote Summary Report


Steadfast Group Limited



Country: Australia


Primary Security ID: Q8744R106

Ticker: SDF

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Approve Grant of Deferred Equity Awards to Robert Kelly

3

Mgmt For For For Elect Frank O'Halloran as Director 4

Mgmt For For For Elect Anne O'Driscoll as Director 5

Vocus Group Ltd.



Country: Australia


Primary Security ID: Q9479K100

Ticker: VOC

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt Against Against For Elect David Wiadrowski as Director 3

Voting Policy Rationale: A vote AGAINST David Wiadrowski (Item 3) is warranted since he is a non-independent director serving on a board that is not majority independent (only 50-percent independent).A vote FOR independent director Bruce Akhurst (Item 4) is warranted as no material concerns have been identified board and committee composition resulting from his nomination.

Mgmt For For For Elect Bruce Akhurst as Director 4

Challenger Limited



Country: Australia



Ticker: CGF

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2a Elect Steven Gregg as Director Mgmt For For For

Mgmt For For For Elect JoAnne Stephenson as Director 2b

Vote Summary Report


Challenger Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Voting Policy Rationale: A vote AGAINST the Remuneration Report is warranted.* Quantitative pay for performance analysis indicates a high level of concern for misalignment of pay with performance and shareholder outcomes.* Objective assessment of performance of the company in FY20 does not support bonus payments, including a substantial reported loss, much lower normalized profit, cancellation of the final dividend with annual dividends down 50 percent, and a share price which is down 33 percent year-on-year. This is reflected in negative TSR over the 1-, 3- and 5-year benchmarks.* Other problematic practices include* CEO remuneration which is excessive relative to the median of companies in the ASX 101-125 group and the Sustainability Advisory Services-selected peer group,* The Chairman's remuneration is also well above the median of similar sized companies,* Re-testing is permitted in the LTI plan after the initial four-year performance period, and* There is no measure of relative TSR performance in the LTI plan incorporating a positive return requirement.In presenting some balance,* There were no increases in fixed remuneration to the CEO and KMPs in FY20 and no increases in FY21,* Director's fees did not increase in FY20 and will be reduced by 20 percent for the first 6 months of FY21,* STI award bonuses were disclosed as reduced under board discretion in FY20 with 100 percent paid in deferred equity, and* There was no vesting of LTIs in FY20 and all unvested LTIs are disclosed as having a significantly reduced likelihood of vesting in future periods.

Mgmt Against Against For Approve Grant of Performance Share Rights to Richard Howes

4

Voting Policy Rationale: A vote AGAINST the equity grant to the CEO is warranted.* the quantum of the award is excessive at $2.9 million and is well above (approximately 4.5 times) the median for similar sized companies and industry peers,* The award allows for re-testing one year after the initial four-year performance period,* Shareholders are being presented with a false choice, as alternative arrangements will be offered to the CEO if the resolution is not passed.* The current low share price has increased the number of rights being granted. If the minimum TSR hurdle of 7 percent compound growth (31 percent absolute growth over the performance period) is met, then the CEO will derive a significant and disproportionate bonus for returning the share price to where it was one year ago. The share price decline in FY20 was 33.6 percent. No limiting factor or relative TSR performance hurdle with positive TSR requirement has been applied to this grant.

Mgmt Abstain For For Ratify Past Issuance of Shares to Institutional Investors

5

Voting Policy Rationale: A vote FOR this resolution is warranted as no material governance issues have been identified.

Mgmt For For For Approve Issuance of Challenger Capital Notes 3 to Brokers and Institutional Holders

6

Mgmt For Against For Adopt New Constitution 7

Mgmt For For For Approve Insertion of Proportional Takeover Provisions

8

Reliance Worldwide Corporation Limited



Country: Australia


Primary Security ID: Q8068F100

Ticker: RWC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2.1 Elect Christine Bartlett as Director Mgmt For For For

Mgmt For For For Elect Ian Rowden as Director 2.2

Mgmt For For For Elect Russell Chenu as Director 2.3

Mgmt For For For Elect Stuart Crosby as Director 2.4

Vote Summary Report


Reliance Worldwide Corporation Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Urbanise.com Limited



Country: Australia



Ticker: UBN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Remuneration Report Mgmt None Against For

Mgmt For Against For Elect Almero Strauss as Director 2

Mgmt For For For Elect Tod McGrouther as Director 3

Mgmt For For For Ratify Past Issuance of Shares to Sophisticated

Investors 4



Mgmt Against Against None Approve Equity Incentive Plan 6

Mgmt For Against None Approve Issuance of Performance Rights to

Saurabh Jain 7

EML Payments Limited



Country: Australia


Primary Security ID: Q3482X100

Ticker: EML

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Melanie Wilson as Director 3a

Mgmt For For For Elect Tony Adcock as Director 3b

Mgmt For For For Elect George Gresham as Director 3c

Mgmt For For For Approve Grant of Short-Term Incentive Options to Tom Cregan

4

Vote Summary Report


EML Payments Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Grant of Long-Term Incentive Options to Tom Cregan

5

Voting Policy Rationale: A qualified vote FOR the deferred STI grant to the CEO as it achieves alignment with financial results and longer-term shareholder interests. Qualification is based on the board's upward discretion applied to enable vesting in FY20 (i.e. waiving the EBITDA gateway).A vote AGAINST the FY21 LTI grant to the CEO is warranted given a third of the grant is subject to service conditions only. In comparison, the LTI plan structure in the prior year was appropriate as the grant was 100 percent based to the achievement of financial performance hurdles.

Mgmt For For For Ratify Past Issuance of Shares to Institutions and the Vendors

6

Mgmt For For For Approve Renewal of Proportional Takeover Provisions

7


8

RXP Services Ltd.



Country: Australia



Ticker: RXP

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Sandra Hook as Director 3

Mgmt For For For Approve Deferred Short Term Incentive Plan 4

Mgmt For For For Approve Grant of Performance Rights to Ross

Fielding 5

Lam Research Corporation



Country: USA



Ticker: LRCX

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Sohail U. Ahmed Mgmt For For For

Mgmt For For For Elect Director Timothy M. Archer 1.2

Mgmt For For For Elect Director Eric K. Brandt 1.3

Vote Summary Report


Lam Research Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Michael R. Cannon 1.4

Mgmt For For For Elect Director Catherine P. Lego 1.5

Mgmt For For For Elect Director Bethany J. Mayer 1.6

Mgmt For For For Elect Director Abhijit Y. Talwalkar 1.7

Mgmt For For For Elect Director Lih Shyng (Rick L.) Tsai 1.8

Mgmt For For For Elect Director Leslie F. Varon 1.9


2


OSRAM Licht AG


Record Date:

Country: Germany


Primary Security ID: D5963B113

Ticker: OSR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Affiliation Agreement with ams Offer

GmbH Mgmt For For For

Mgmt Against Against For Elect Thomas Stockmeier to the Supervisory

Board 2.1

Voting Policy Rationale: Votes AGAINST the non-independent nominees: Johann Eitner, Johann Peter Metzler, and Thomas Stockmeier are warranted because of the failure to establish a sufficiently independent board.

Mgmt Against Against For Elect Johann Peter Metzler to the Supervisory

Board 2.2


Mgmt Against Against For Elect Johann Christian Eitner to the Supervisory

Board 2.3


Cardinal Health, Inc.



Country: USA


Primary Security ID: 14149Y108

Ticker: CAH

Vote Summary Report


Cardinal Health, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Carrie S. Cox Mgmt For For For

Mgmt For For For Elect Director Calvin Darden 1b

Mgmt For For For Elect Director Bruce L. Downey 1c

Mgmt For For For Elect Director Sheri H. Edison 1d

Mgmt For For For Elect Director David C. Evans 1e

Mgmt For For For Elect Director Patricia A. Hemingway Hall 1f

Mgmt For For For Elect Director Akhil Johri 1g

Mgmt For For For Elect Director Michael C. Kaufmann 1h

Mgmt For For For Elect Director Gregory B. Kenny 1i

Mgmt For For For Elect Director Nancy Killefer 1j

Mgmt For For For Elect Director J. Michael Losh 1k

Mgmt For For For Elect Director Dean A. Scarborough 1l

Mgmt For For For Elect Director John H. Weiland 1m




Voting Policy Rationale: A vote AGAINST this proposal is warranted. While total CEO compensation is not considered excessive, the Compensation Committee has awarded the CEO above-target bonus boosted by discretionary assessments of individual performance despite the company's entanglement in the opioid controversy and resulting sizable litigation settlement. The proxy does not adequately explain how these issues were considered by the board in assessing the CEO's individual performance.

Mgmt For For For Reduce Ownership Threshold for Shareholders to Call Special Meeting

4

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

5

Voting Policy Rationale: A vote FOR this proposal is warranted. Lowering the threshold to call a special meeting would enhance the current shareholder right to call special meetings.

SH For For Against Require Independent Board Chair 6

Voting Policy Rationale: A vote FOR this proposal is warranted given the importance of having an independent chairman of the board. Additionally, given the continued potential regulatory, legal, and reputational risks facing the company over its role in the opioid abuse epidemic, shareholders would benefit from a policy stipulating the strongest form of independent board oversight in the form of an independent chair.

Vote Summary Report


CV Check Limited



Country: Australia



Ticker: CV1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For Against For Elect Ivan Gustavino as Director 2

Mgmt Against For None Elect Oliver Stewart as Director 3

Mgmt Against For None Elect Alistair Burgoyne as Director 4

Mgmt For Against For Ratify the Past Issuance of Employee Options to Executives and Senior Managers

5

Mgmt For Against For Approve Issuance of Related Party Options to Rodney Sherwood

6


7

KLA Corporation



Country: USA



Ticker: KLAC

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Edward Barnholt Mgmt For For For

Mgmt For For For Elect Director Robert Calderoni 1.2

Mgmt For For For Elect Director Jeneanne Hanley 1.3

Mgmt For For For Elect Director Emiko Higashi 1.4

Mgmt For For For Elect Director Kevin Kennedy 1.5

Mgmt For For For Elect Director Gary Moore 1.6

Mgmt For For For Elect Director Marie Myers 1.7

Mgmt For For For Elect Director Kiran Patel 1.8

Mgmt For For For Elect Director Victor Peng 1.9

Mgmt For For For Elect Director Robert Rango 1.10

Mgmt For For For Elect Director Richard Wallace 1.11

Vote Summary Report


KLA Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



3

SH For For Against Adopt Proxy Access Right 4

Voting Policy Rationale: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholder rights and the proposed structure includes appropriate safeguards to protect the director nomination process.

Pharmaxis Ltd



Country: Australia



Ticker: PXS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Kathleen Metters as Director 3

Mgmt For For For Elect Neil Graham as Director 4


Gary Phillips 5

Ansell Limited



Country: Australia



Ticker: ANN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2a Elect Nigel Garrard as Director Mgmt For For For

Mgmt For For For Elect Christina Stercken as Director 2b

Mgmt For For For Elect William Reilly as Director 2c

Vote Summary Report


Ansell Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Adopt New Constitution 3

Voting Policy Rationale: A vote AGAINST this resolution is warranted.The new constitution includes amendments that would permit general meetings to be held in more than one place, using technology, which is considered problematic at this time. In particular, the amendments provide for the convening of virtual-only shareholder meetings. While there is recognition of the potential benefits of participation at shareholder meetings via electronic means, concerns are raised for any moves to completely eliminate physical shareholder attendance at meetings, given that virtual-only meetings may impact on holding directors publicly accountable or hinder meaningful exchanges between management and shareholders. It is considered that virtual-only meetings may have a negative impact of shareholder rights, and there is no benefit for shareholders in supporting this proposal.Going forward, the hybrid meeting format which is already allowed under the Australian Corporations Act, which provides for physical attendance concurrently with the use of technology to hold meetings, does not impact negatively on shareholder rights.It is recognised that there is a case for greater flexibility on meeting formats given the current global health pandemic, however, this has been addressed temporarily by the Australian Securities and Investments Commission which has provided an exception from complying with the Corporations Act regarding virtual-only meetings.

Mgmt For For For Approve Grant of Performance Share Rights to Magnus Nicolin

4


Credit Corp. Group Limited



Country: Australia



Ticker: CCP

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2a Elect Leslie Martin as Director Mgmt For For For

Mgmt Against Against For Elect Donald McLay as Director 2b

Voting Policy Rationale: A vote FOR the re-election of Leslie Martin (Item 2a) is warranted as no material governance concerns have been identified regarding board and committee composition resulting from her nomination.A vote AGAINST the re-election of Donald (Don) McLay (Item 2b) is warranted as he is overboarded under Sustainability Advisory Services' Australian Benchmark policy as he serves as the chairman of three ASX-listed companies. In addition, Mr McLay is a non-independent director (per Sustainability Advisory Services policy) serving on the Audit Committee that is not fully independent (only 50-percent independent).


Eutelsat Communications SA



Country: France


Primary Security ID: F3692M128

Ticker: ETL

Vote Summary Report


Eutelsat Communications SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Approve Financial Statements and Statutory

Reports 1

Mgmt For For For Approve Consolidated Financial Statements and

Statutory Reports 2

Mgmt For For For Approve Allocation of Income and Dividends of


Mgmt For For For Approve Transfer From Legal Reserve Account

to Other Reserve Account 4

Mgmt For For For Approve Auditors' Special Report on

Related-Party Transactions 5

Mgmt For For For Reelect Rodolphe Belmer as Director 6

Mgmt For For For Reelect Fonds Strategique de Participations as

Director 7

Mgmt For For For Approve Compensation Report of Corporate

Officers 8

Mgmt For For For Approve Compensation of Dominique D Hinnin,

Chairman of the Board 9

Mgmt For For For Approve Compensation of Rodolphe Belmer,

CEO 10

Mgmt For For For Approve Compensation of Michel Azibert,

Vice-CEO 11

Mgmt For For For Approve Compensation of Yohann Leroy,

Vice-CEO 12

Mgmt For For For Approve Remuneration Policy of Chairman of

the Board 13

Mgmt For For For Approve Remuneration Policy of CEO 14

Mgmt For For For Approve Remuneration Policy of Vice-CEOs 15

Mgmt For For For Approve Remuneration Policy of Directors 16

Mgmt For For For Authorize Repurchase of Up to 10 Percent of

Issued Share Capital 17

Mgmt Extraordinary Business

Mgmt For For For Authorize Decrease in Share Capital via

Cancellation of Repurchased Shares 18

Mgmt For For For Approve Issuance of Equity or Equity-Linked Securities for Qualified Investors, up to Aggregate Nominal Amount of EUR 22 Million

19

Mgmt For For For Authorize Capital Issuances for Use in Employee

Stock Purchase Plans 20

Vote Summary Report


Eutelsat Communications SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Amend Article 15 of Bylaws Re: Board Deliberation

21

Mgmt Ordinary Business

Mgmt For For For Ratify Change Location of Registered Office to 32 Boulevard Gallieni, 92130 Issy-les-Moulineaux and Amend Article 4 of Bylaws Accordingly

22

Mgmt For For For Authorize Filing of Required Documents/Other Formalities

23

NIB Holdings Limited



Country: Australia



Ticker: NHF

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect David Gordon as Director 3

Mgmt For For For Elect Lee Ausburn as Director 4

Mgmt For For For Elect Anne Loveridge as Director 5

Mgmt For For For Approve Participation of Mark Fitzgibbon in the

Long-Term Incentive Plan 6

Sun Hung Kai Properties Limited



Country: Hong Kong



Ticker: 16

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For


Mgmt For For For Elect Yip Dicky Peter as Director 3.1a

Mgmt For For For Elect Wong Yue-chim, Richard as Director 3.1b

Vote Summary Report


Sun Hung Kai Properties Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Fung Kwok-lun, William as Director 3.1c

Mgmt For For For Elect Leung Nai-pang, Norman as Director 3.1d

Mgmt For For For Elect Fan Hung-ling, Henry as Director 3.1e

Mgmt For For For Elect Kwan Cheuk-yin, William as Director 3.1f

Mgmt For For For Elect Lui Ting, Victor as Director 3.1g

Mgmt For For For Elect Fung Yuk-lun, Allen as Director 3.1h

Mgmt For For For Approve Directors' Fees 3.2

Mgmt For For For Approve Deloitte Touche Tohmatsu as Auditor and Authorize Board to Fix Their Remuneration

4

Mgmt For For For Authorize Repurchase of Issued Share Capital 5

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

6

Voting Policy Rationale: A vote AGAINST the general share issuance mandate in Item 6 is warranted given that the company has not specified the discount limit.A vote AGAINST the share reissuance request in Item 7 is warranted given that the reissuance of repurchased share would cause the aggregate share issuance limit to exceed 10 percent and the discount limit has not been specified.

Mgmt Against Against For Authorize Reissuance of Repurchased Shares 7

Voting Policy Rationale: A vote AGAINST the general share issuance mandate in Item 6 is warranted given that the company has not specified the discount limit.A vote AGAINST the share reissuance request in Item 7 is warranted given that the reissuance of repurchased share would cause the aggregate share issuance limit to exceed 10 percent and the discount limit has not been specified.

Spark New Zealand Ltd.






Ticker: SPK

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Deloitte Limited as Auditor of the Company and Authorize Board to Fix Their Remuneration

Mgmt For For For

Mgmt For For For Elect Paul Berriman as Director 2

Mgmt For For For Elect Charles Sitch as Director 3

Vote Summary Report


Domain Holdings Australia Ltd.



Country: Australia


Primary Security ID: Q3R22A108

Ticker: DHG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Hugh Marks as Director 2

Mgmt For For For Elect Lizzie Young as Director 3

Mgmt For For For Approve Issuance of Performance Rights to Jason Pellegrino

4

Mgmt For For For Approve Renewal of Proportional Takeover Provisions in the Constitution

5

Sims Limited



Country: Australia


Primary Security ID: Q8505L116

Ticker: SGM

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Elect Heather Ridout as Director Mgmt For For For

Mgmt For For For Elect Thomas Gorman as Director 2


Mgmt For For For Approve Grant of Performance Rights to Alistair

Field 4

Bingo Industries Limited



Country: Australia



Ticker: BIN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For Against For Elect Daniel Girgis as Director 2

Vote Summary Report


Bingo Industries Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve BINGO Equity Incentive Plan 3

Mgmt For For For Approve Grant of Short Term Incentive Performance Rights to Daniel Tartak

4

Mgmt For For For Approve Grant of Long Term Incentive Performance Rights to Daniel Tartak

5

Computershare Limited



Country: Australia



Ticker: CPU

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2 Elect Joseph Velli as Director Mgmt For For For

Mgmt For For For Elect Abi Cleland as Director 3


Voting Policy Rationale: A vote AGAINST this resolution is warranted because of several concerns in relation to FY20, including:* Despite changes to the CEO's remuneration structure he is still paid well above median of similar sized companies and peers;* Non-disclosure of STI targets prevents shareholders from assessing if they have been set at sufficiently challenging levels;* There is no disclosure of the weighting for STI performance measures many of the non-financial measures being considered part of the CEO's core job responsibilities for which fixed remuneration is paid; and* Not introducing a minimum shareholding requirement hinders alignment of senior executives and directors with shareholder interests.

Mgmt Against Against For Approve Grant of Performance Rights and Share

Appreciation Rights to Stuart Irving 5a

Voting Policy Rationale: A vote AGAINST the FY21 LTI grant of performance rights and share acquisition rights is warranted because:* The quantum of the award to the CEO is excessive compared to market,* Replacing the EPS measure with a share price growth measure is not sufficiently challenging,* Changing the structure of the LTI award is due to the company's assessment that setting an appropriate EPS measure is difficult and the likelihood of not vesting may disaffect executives. This appears to place the interests of executives above those of shareholders, and* It is unclear why the company has not considered other award structures such as applying the relative TSR performance condition to the entire award with a positive TSR gateway.A vote AGAINST the recovery equity grant of share acquisition rights is warranted because the grant split into two tranches was proposed because market factors are likely to render the EPS component of prior LTI grants in FY19 and FY20 as unlikely to vest. This is essentially a replacement of the original terms of grants approved by shareholders with new terms that may favour executives. Despite including a cap and offset arrangement the proposal appears to place the interest of executive well above those of shareholders.

Mgmt ***Withdrawn Resolution*** Approve Grant of

Share Appreciation Rights to Stuart Irving 5b

Contact Energy Limited






Ticker: CEN

Vote Summary Report


Contact Energy Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Elect Robert McDonald as Director Mgmt For For For

Mgmt For For For Elect Victoria Crone as Director 2

Mgmt For For For Authorize Board to Fix Remuneration of the

Auditors 3

Charter Hall Group



Country: Australia


Primary Security ID: Q2308A138

Ticker: CHC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2 Elect David Ross as Director Mgmt For For For


Mgmt For For For Approve Issuance of Service Rights to David Harrison

4

Mgmt For For For Approve Issuance of Performance Rights to David Harrison

5

Medibank Private Limited



Country: Australia



Ticker: MPL

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2 Elect Tracey Batten as Director Mgmt For For For

Mgmt For For For Elect Anna Bligh as Director 3

Mgmt For For For Elect Mike Wilkins as Director 4


Mgmt For For For Approve Grant of Performance Rights to Craig

Drummond 6

Vote Summary Report


Nearmap Ltd.



Country: Australia


Primary Security ID: Q6S16D102

Ticker: NEA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Susan Klose as Director 2

Mgmt For For For Elect Clifford Rosenberg as Director 3

Mgmt For For For Approve Grant of Director Options to Robert Newman

4

Mgmt For Against For Approve Replacement of Constitution 5

Mgmt For For For Ratify Past Issuance of Shares to Sophisticated, Professional and Institutional Investors, and

International Resident Investors

6

Nine Entertainment Co. Holdings Limited



Country: Australia



Ticker: NEC

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Peter Costello as Director 2

Mgmt For Against For Approve Grant of Additional 2020 Performance

Rights to Hugh Marks 3

Mgmt For Against For Approve Grant of 2021 Performance Rights to

Hugh Marks 4

Mgmt For For For Approve the Amendments to the Company's

Constitution 5

Sonic Healthcare Limited



Country: Australia


Primary Security ID: Q8563C107

Ticker: SHL

Vote Summary Report


Sonic Healthcare Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Elect Mark Compton as Director Mgmt For For For

Mgmt For For For Elect Neville Mitchell as Director 2

Mgmt For For For Elect Suzanne Crowe as Director 3

Mgmt For For For Elect Chris Wilks as Director 4


Mgmt For For For Approve the Increase in Non-Executive

Directors' Remuneration Fee Pool 6

Mgmt For For For Approve Sonic Healthcare Limited Employee

Option Plan 7

Mgmt For For For Approve Sonic Healthcare Limited Performance

Rights Plan 8

Mgmt For For For Approve the Grant of Options and Performance

Rights to Colin Goldschmidt 9

Mgmt For For For Approve the Grant of Options and Performance

Rights to Chris Wilks 10


Constitution 11

Mgmt Against Against Against Approve the Conditional Spill Resolution 12

NextDC Ltd.



Country: Australia



Ticker: NXT

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Stuart Davis as Director 2

Mgmt For For For Elect Eileen Doyle as Director 3

Mgmt For For None Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

4

Vote Summary Report


NextDC Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Abstain Against For Ratify Past Issuance of Placement Shares to Existing Institutional Investors

5

Voting Policy Rationale: A vote AGAINST this proposal is warranted.Concerns are noted for the conduct and outcomes of the allocation of shares in this placement, where existing longer-term shareholders were completely overlooked. This fact highlights concerns in the board's oversight of the company's relations with shareholders and the company's capital raising activities which impact existing shareholder interests. Concerns are exacerbated given that the placement represented a significant 25 percent dilution and a large 15 percent discount in the issue price.

Mgmt For For For Approve the Grant of Performance Rights to Craig Scroggie

6

Orocobre Limited



Country: Australia



Ticker: ORE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

3a Elect Robert Hubbard as Director Mgmt For For For

Mgmt For For For Elect Masaharu Katayama as Director 3b

Mgmt For For None Approve Grant of STI Performance Rights to

Martin Perez de Solay 4a

Mgmt For For None Approve Grant of LTI Performance Rights to

Martin Perez de Solay 4b

Mgmt For For For Ratify Past Issuance of Advantage Acquisition Shares to Shareholders of Advantage Lithium Corporation

5a

Mgmt Abstain Against For Ratify Past Issuance of Tranche 1 Placement Shares to Institutional, Professional and Sophisticated Investors

5b

Voter Rationale: We consider the ISS rationale for voting against this resolution to be unwarranted.

Voting Policy Rationale: A vote AGAINST this resolution to ratify the past issuance of shares is warranted because:* The aggregate dilution of the institutional placement is excessive at 16.5 percent and the discount percent is significant at 13.1 percent; and* The market reaction as shown by the declining share price suggests some concerns with the placement.


Auswide Bank Ltd.



Country: Australia



Ticker: ABA

Vote Summary Report


Auswide Bank Ltd.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Gregory N. Kenny as Director 2

Avnet, Inc.



Country: USA



Ticker: AVT

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Rodney C. Adkins Mgmt For For For

Mgmt For For For Elect Director Carlo Bozotti 1b

Mgmt For For For Elect Director Michael A. Bradley 1c

Mgmt For For For Elect Director Brenda L. Freeman 1d

Mgmt For For For Elect Director Jo Ann Jenkins 1e

Mgmt For For For Elect Director Oleg Khaykin 1f

Mgmt For For For Elect Director James A. Lawrence 1g

Mgmt For For For Elect Director Avid Modjtabai 1h

Mgmt For For For Elect Director Adalio T. Sanchez 1i

Mgmt For For For Elect Director William H. Schumann, III 1j


2


Capitol Health Limited



Country: Australia



Ticker: CAJ

Vote Summary Report


Capitol Health Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Richard Loveridge as Director 2

Mgmt For For For Ratify Past Issuance of Fowler Shares to SMKA

Super Pty Ltd 3

Mgmt For For For Ratify Past Issuance of Shares to Institutional

and Sophisticated Investors 4

Mgmt For For For Approve Issuance of Performance Rights to

Justin Walter 5

Mgmt Against Against None Approve the Increase in Maximum Aggregate



Constitution 7

Corum Group Ltd. (Australia)



Country: Australia



Ticker: COO

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Nick England as Director Mgmt For For For

Mgmt For For For Elect Jayne Shaw as Director 2

Mgmt For For For Elect Jon Newbery as Director 3

Mgmt For For For Elect Julian Sallabank as Director 4


Mgmt For Against For Approve Issuance of Performance Rights to Julian Sallabank

6

Mgmt For For For Approve the Issuance of Up to 10 Percent of the Company's Issued Capital

7

Covetrus, Inc.



Country: USA


Primary Security ID: 22304C100

Ticker: CVET

Vote Summary Report


Covetrus, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Conversion of Securities Mgmt For For For


Jack Henry & Associates, Inc.



Country: USA



Ticker: JKHY

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Matthew C. Flanigan Mgmt For For For

Mgmt For For For Elect Director John F. Prim 1.2

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

Mgmt For For For Elect Director Jacque R. Fiegel 1.4

Mgmt For For For Elect Director Thomas A. Wimsett 1.5

Mgmt For For For Elect Director Laura G. Kelly 1.6

Mgmt For For For Elect Director Shruti S. Miyashiro 1.7

Mgmt For For For Elect Director Wesley A. Brown 1.8

Mgmt For For For Elect Director David B. Foss 1.9


2

Voting Policy Rationale: A vote AGAINST this proposal is warranted due to the following concerns:* A majority of equity awards to the CEO are not tied to performance-contingent pay elements;* Excessive differentials between CEO pay and the pay of other named executive officers at the firm; and* High CEO pay relative to company performance compared to the company’s peers.

Mgmt For For For Eliminate Supermajority Vote Requirement for

Acquisition Transactions 3

Mgmt For For For Ratify PricewaterhouseCoopers, LLP as Auditors 4

Pilbara Minerals Limited



Country: Australia



Ticker: PLS

Vote Summary Report


Pilbara Minerals Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Sally-Anne Layman Director 2

Mgmt For For For Elect Stephen Scudamore as Director 3

Mgmt For For None Approve Employee Award Plan Amendment 4

Mgmt For For For Approve Issuance of Employee Options and

Employee Performance Rights to Ken Brinsden 5

Mgmt For For For Approve Issuance of Share Rights to Ken

Brinsden 6

Mgmt For For For Approve Issuance of STI Shares to Ken Brinsden 7

Mgmt For For For Approve Issuance of Share Rights to Anthony

Kiernan 8

Mgmt For For For Approve Issuance of Share Rights to Stephen

Scudamore 9

Mgmt For For For Approve Issuance of Share Rights to Nicholas

Cernotta 10

Mgmt For For For Approve Issuance of Share Rights to Sally-Anne

Layman 11

Mgmt For For For Approve Termination of Benefits 12

Mgmt For For None Approve Section 195 13

REA Group Limited



Country: Australia



Ticker: REA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt Against Against For Elect Nick Dowling as Director 3

Voting Policy Rationale: A vote AGAINST the re-election of Nick Dowling is warranted as he is classified as a non-independent director on a majority non-independent board.

Vote Summary Report


REA Group Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Issuance of 7,093 Performance Rights to Owen Wilson under the REA Group

Long-Term Incentive Plan

4a

Voting Policy Rationale: Item 4aA vote AGAINST the grant of performance rights to the CEO under the LTI Plan 2023 is warranted due to the following problematic pay provisions:* A significant portion of the grant (75 percent) is subject to undisclosed EPS and Revenue growth target, and the short performance period of two years is inconsistent with LTIs of market cap and industry peers; and* The vesting provisions for remaining 25 percent of the grant being subject to a relative TSR metric provide for excessive vesting at various levels of performance which is inconsistent with market cap and industry peers.Item 4bA vote AGAINST the grant of performance rights to the CEO under the Recovery Incentive Plan is warranted because it is awarded on a look-back basis with the following problematic provisions:* This grant is being offered because the LTI Plan 2021 (subject to performance testing in FY21) and LTI Plan 2022 (subject to performance testing in two years) are disclosed as "highly unlikely to vest" – this grant is essentially akin to re-pricing of prior grants;* An excessive 50 percent of this grant is linked to undisclosed strategic objectives raising concerns for excessive board discretion when "strategy" is regarded as part of the "day job" of the CEO;* The specific and quantified targets for the EBITDA metric (25 percent) are undisclosed; and* The relative TSR performance metric (25 percent) provide for excessive vesting at various levels of performance which is inconsistent with market cap and industry peers.

Mgmt Against Against For Approve Issuance of 12,541 Performance Rights to Owen Wilson under the Recovery Incentive

Plan

4b

Voting Policy Rationale: Item 4aA vote AGAINST the grant of performance rights to the CEO under the LTI Plan 2023 is warranted due to the following problematic pay provisions:* A significant portion of the grant (75 percent) is subject to undisclosed EPS and Revenue growth target, and the short performance period of two years is inconsistent with LTIs of market cap and industry peers; and* The vesting provisions for remaining 25 percent of the grant being subject to a relative TSR metric provide for excessive vesting at various levels of performance which is inconsistent with market cap and industry peers.Item 4bA vote AGAINST the grant of performance rights to the CEO under the Recovery Incentive Plan is warranted because it is awarded on a look-back basis with the following problematic provisions:* This grant is being offered because the LTI Plan 2021 (subject to performance testing in FY21) and LTI Plan 2022 (subject to performance testing in two years) are disclosed as "highly unlikely to vest" – this grant is essentially akin to re-pricing of prior grants;* An excessive 50 percent of this grant is linked to undisclosed strategic objectives raising concerns for excessive board discretion when "strategy" is regarded as part of the "day job" of the CEO;* The specific and quantified targets for the EBITDA metric (25 percent) are undisclosed; and* The relative TSR performance metric (25 percent) provide for excessive vesting at various levels of performance which is inconsistent with market cap and industry peers.

Resimac Group Ltd



Country: Australia


Primary Security ID: Q8100W103

Ticker: RMC

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Wayne Spanner as Director 3

Mgmt For For For Elect Warren McLeland as Director 4

Mgmt For For For Approve Issuance of Securities Under the

Resimac Employee Share Plan 5

Mgmt For For For Approve Issuance of Securities Under the

Resimac Share Matching Plan 6

Vote Summary Report


Resimac Group Ltd Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


7

RightCrowd Limited



Country: Australia



Ticker: RCW

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Craig Davies as Director 2

Mgmt For For For Ratify Past Issuance of 1.39 Million Shares to

Various Parties 3

Mgmt For For For Ratify Past Issuance of 22.22 Million Shares to

Sophisticated Investors 4



Mgmt For For For Appoint KPMG as Auditor of the Company 6




Country: Australia



Ticker: CMW

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2 Elect Leon Blitz as Director Mgmt For For For

Mgmt For For For Elect Andrew Fay as Director 3

Mgmt For For For Elect John Humphrey as Director 4


Mgmt Against Against Against Approve the Spill Resolution 6

Mgmt For For For Approve Grant of 2019 Performance Rights and Stapled Securities to Paul Weightman

7

Mgmt For For For Approve Grant of 2020 Performance Rights and Stapled Securities to Paul Weightman

8

Vote Summary Report


Altium Limited



Country: Australia


Primary Security ID: Q0268D100

Ticker: ALU

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Lynn Mickleburgh as Director 3

Arena REIT



Country: Australia



Ticker: ARF

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect David Ross as Director 2

Mgmt Abstain For For Ratify Past Issuance of Securities to Existing

and New Institutional Investors 3

Voting Policy Rationale: A vote FOR this resolution is warranted given:* The rationale for the financing is consistent with the method of financing of new properties by REITs;* The proceeds will allow the company to pursue more social infrastructure properties investments, and* The dilution of 8.7 percent is not excessive and the discount in the financing was five percent, which is not inconsistent with other transactions in this market.

Mgmt For For For Approve Grant of Deferred STI Rights to Rob de Vos

4

Mgmt For For For Approve Grant of LTI Performance Rights to Rob de Vos

5

Mgmt For For For Approve Grant of Deferred STI Rights to Gareth Winter

6

Mgmt For For For Approve Grant of LTI Performance Rights to Gareth Winter

7

Mgmt For Against For Approve the Amendment of Constitutions 8

Goodman Group



Country: Australia



Ticker: GMG

Vote Summary Report


Goodman Group

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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

Mgmt For For For

Mgmt For For For Elect Stephen Johns as Director of Goodman

Limited 2a

Mgmt For For For Elect Stephen Johns as Director of Goodman

Logistics (HK) Ltd 2b

Mgmt For For For Elect Mark Johnson as Director 3


Mgmt Against Against For Approve Issuance of Performance Rights to

Gregory Goodman 5

Voting Policy Rationale: A vote AGAINST these resolutions is warranted because of the following shareholder concerns:* The quantum of the awards is excessive with a combined face value of $25.6 million,* The CEO's grant of $14.1 million is well in excess of market median for similar sized companies (4.3 times) and Sustainability Advisory Services selected peers (5.5 times), and* The absolute EPS cumulative annual growth rate vesting range set at 6 to 9 percent is insufficiently challenging given that it has* materially exceeded the threshold in at least the last 5 years, and* exceeded the maximum growth in the last two years.This is at a time when the Group has disclosed that logistics businesses are benefiting from a shift in consumer purchasing habits to online shopping, with increased demand for the Group's services in regard to both temporary and permanent space.

Mgmt Against Against For Approve Issuance of Performance Rights to Danny Peeters

6


Mgmt Against Against For Approve Issuance of Performance Rights to Anthony Rozic

7


IPH Limited



Country: Australia



Ticker: IPH

Vote Summary Report


IPH Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

3 Elect Richard Grellman as Director Mgmt For For For

Mgmt For For For Approve Issuance of Performance Rights to

Andrew Blattman 4

Mgmt For For For Ratify Past Issuance of Baldwins Acquisition

Shares to the Baldwin Vendors 5


Mirvac Group



Country: Australia



Ticker: MGR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2.1 Elect Christine Nildra Bartlett as Director Mgmt For For For

Mgmt For For For Elect Samantha Joy Mostyn as Director 2.2

Mgmt For For For Elect Alan Robert Harold Sindel as Director 2.3


Mgmt For For For Approve the Participation of Susan Lloyd-Hurwitz in the Mirvac Group Long Term

Performance Plan

4

Mgmt For Against For Approve the Amendments to the Constitution of Mirvac Property Trust

5

Propel Funeral Partners Limited



Country: Australia



Ticker: PFP

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2 Elect Jonathan Trollip as Director Mgmt For Against For


Vote Summary Report


Propel Funeral Partners Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


4

ResMed Inc.



Country: USA



Ticker: RMD

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Karen Drexler Mgmt For For For

Mgmt For For For Elect Director Michael Farrell 1b




Seek Limited



Country: Australia



Ticker: SEK

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2 Approve Remuneration Report Mgmt For Against Against

Voting Policy Rationale: The company received a 'first strike' of 25.7 percent of shareholders voting against adoption of the 2019 remuneration report. This follows 20.2 percent of the votes cast against the 2018 Remuneration Report.A vote AGAINST the remuneration report is warranted because the FY20 remuneration structure has not changed and the proposed changes for FY21 are minor and ignore the primary concerns of shareholders that remuneration is excessive and awards are not linked to substantive performance conditions.Ongoing concerns include:* The CEO's total remuneration is excessive at 3.25 times the Sustainability Advisory Services peer group as highlighted in the Sustainability Advisory Services Pay for Performance analysis and the CEO Pay Comparison chart;* Equity rights granted annually do not have any financial and non-financial performance conditions and vest subject only to one-year ongoing employment. The structure of this award is therefore considered to be deferred fixed remuneration which is inconsistent with the typical STI award in this market;* The LTI grant has insufficiently rigorous 'cliff' vesting performance condition;* The number of LTI rights granted is based on a heavily discounted fair value rather than face value; and* The granting of excessive sign-on awards and high fixed remuneration to the former CEO of Commonwealth Bank of Australia (CBA) has been defended as compensation for future rewards foregone, which appears to mislead shareholders given that CBA forfeited many of his unvested awards on termination for cause.Shareholders may also be concerned that the company's response to the "first strike" against the 2019 remuneration report is inadequate and serves to perpetuate the excessive remuneration arrangements with its CEO and other executives.

Mgmt For For For Elect Julie Fahey as Director 3a

Vote Summary Report


Seek Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Vanessa Wallace as Director 3b

Voting Policy Rationale: A vote FOR the re-election of independent director Julie Fahey (Item 3a) and Linda Kristjanson (Item 3c) is warranted as no material issues have been identified regarding board and committee composition resulting from their nomination.A vote AGAINST the re-election of Vanessa Wallace (Item 3 b) is warranted given the problematic remuneration practices at SEEK Limited while she was a member of the Remuneration Committee as well as the governance and remuneration concerns raised by shareholders that led to her withdrawal from seeking re-election as a director at AMP Ltd in 2018.

Mgmt For For For Elect Linda Kristjanson as Director 3c

Mgmt For For For Approve Renewal of Proportional Takeover Provisions

4

Mgmt Against Against For Approve Grant of Equity Right to Andrew Bassat 5

Voting Policy Rationale: A vote AGAINST the equity right award (Item 5) is warranted on the basis that the grant has not changed and the proposals has the following shareholder concerns:* There are no performance hurdles apart from ongoing employment;* There is no link and insufficient transparency between executive reward and performance and alignment with shareholders; and* Awarding a short-term incentive without performance conditions, which are the norm in the Australian market, is essentially additional deferred fixed remuneration with exposure to short term share price fluctuation.A vote AGAINST the grant of LTI options and rights (Item 6) is warranted, despite some changes in response to shareholder concerns, because:* The quantum of the award is high;* The number of rights allocated has been determined using fair value which is discounted for the possibility that they may not vest;* Introducing a graduated vesting scale is preferable to a "cliff vesting" target, however the threshold has been set at an extremely low level of 3.3 percent compound annual growth, well short of the FY20 cliff vesting hurdle of 5.3 percent; and* The maximum stretch growth target of 6.0 percent (share price of $22.16) is approximately 5 percent below the current trading price of the company's shares.It is concerning that shareholders are being asked to approve this proposal with inadequate performance hurdles that have already been exceeded and unlikely to drive executives to out-perform over the longer-term and create further shareholder wealth.

Mgmt Against Against For Approve Grant of Wealth Sharing Plan Options and Wealth Sharing Plan Rights to Andrew Bassat

6

Voting Policy Rationale: A vote AGAINST the equity right award (Item 5) is warranted on the basis that the grant has not changed and the proposals has the following shareholder concerns:* There are no performance hurdles apart from ongoing employment;* There is no link and insufficient transparency between executive reward and performance and alignment with shareholders; and* Awarding a short-term incentive without performance conditions, which are the norm in the Australian market, is essentially additional deferred fixed remuneration with exposure to short term share price fluctuation.A vote AGAINST the grant of LTI options and rights (Item 6) is warranted, despite some changes in response to shareholder concerns, because:* The quantum of the award is high;* The number of rights allocated has been determined using fair value which is discounted for the possibility that they may not vest;* Introducing a graduated vesting scale is preferable to a "cliff vesting" target, however the threshold has been set at an extremely low level of 3.3 percent compound annual growth, well short of the FY20 cliff vesting hurdle of 5.3 percent; and* The maximum stretch growth target of 6.0 percent (share price of $22.16) is approximately 5 percent below the current trading price of the company's shares.It is concerning that shareholders are being asked to approve this proposal with inadequate performance hurdles that have already been exceeded and unlikely to drive executives to out-perform over the longer-term and create further shareholder wealth.

Mgmt Against Against Against Approve Conditional Spill Resolution 7

3P Learning Limited



Country: Australia

Meeting Type: Court

Primary Security ID: Q9034Z105

Ticker: 3PL

Vote Summary Report


3P Learning Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Court-Ordered Meeting Mgmt

Mgmt Against For For Approve Scheme of Arrangement in Relation to the Proposed Acquisition of the Company by IXL Australia Pty Ltd

1

Voting Policy Rationale: A vote FOR this resolution is warranted.

Lendlease Group



Country: Australia



Ticker: LLC

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2a Elect Robert Welanetz as Director Mgmt For For For

Mgmt For Against For Elect Philip Coffey as Director 2b

Mgmt For Against For Elect Jane Hemstritch as Director 2c


Voting Policy Rationale: A vote AGAINST the remuneration report is warranted due to the following concerns:* High remuneration paid to the CEO relative to market median and the company's poor performance;* High weighting to non-financial measures in the STI award with inadequate disclosure;* Awarding of STI bonuses for FY20 despite continued poor financial performance;* Award of additional LTI rights if stretch targets are achieved adding to an excessive quantum;* Awarding of restricted shares (RSUs) which are not subject to performance but tenure requirements only; and* Payment of cash equivalent dividends on unvested and vested performance rights.

Mgmt Against Against For Approve Issuance of Performance Rights to Stephen McCann

4

Voting Policy Rationale: A vote AGAINST the grant of rights is warranted because:* The quantum of the award is excessive being much higher than market median;* Additional rights (up to an additional 50 percent) are awarded if stretch hurdles are met;* Dividend equalization payments are made on the minimum award prior to the three-year vesting date and on any additional rights that subsequently vest;* The ROE target at which 100 percent of the LTI will vest is not disclosed, whereas the stretch ROE of 11 percent allows much higher vesting; and* The equity grant is in addition to an annual grant of RSUs worth $500,000 that the CEO (and other executives) receives, which are subject to tenure only. In the prior year, the RSUs were also included under the equity grant proposal for shareholder approval.

Empired Limited



Country: Australia



Ticker: EPD

Vote Summary Report


Empired Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For Against For Elect John Bardwell as Director 2

Mgmt For For For Elect Thomas Stianos as Director 3


Russell Baskerville 4

Assa Abloy AB



Country: Sweden


Primary Security ID: W0817X204

Ticker: ASSA.B

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt For For For Elect Chairman of Meeting 2

Mgmt For For For Prepare and Approve List of Shareholders 3

Mgmt For For For Approve Agenda of Meeting 4

Mgmt For For For Designate Axel Martensson as Inspector of Minutes of Meeting

5.1

Mgmt For For For Designate Marianne Nilsson as Inspector of Minutes of Meeting

5.2

Mgmt For For For Acknowledge Proper Convening of Meeting 6

Mgmt For For For Approve Extra Dividends of SEK 1.85 Per Share 7


Azure Healthcare Limited



Country: Australia



Ticker: AZV

Vote Summary Report


Azure Healthcare Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Anthony Glenning as Director 2

Mgmt For Against For Approve Issuance of Options to Clayton Astles 3

Mgmt For For For Appoint Grant Thornton Audit Pty Ltd as Auditor

of the Company 4



Mgmt For For For Approve the Change of Company Name to

Austco Healthcare Limited 6

Bravura Solutions Limited



Country: Australia



Ticker: BVS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Alexa Henderson as Director 2

Mgmt For For For Elect Libby Roy as Director 3

Mgmt For For For Approve Issuance of Performance Rights to Tony Klim

4

Mgmt For For For Approve Issuance of Performance Rights to Martin Deda

5

Nanosonics Ltd.



Country: Australia



Ticker: NAN

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Elect Steve Sargent as Director Mgmt For For For

Vote Summary Report


Nanosonics Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Marie McDonald as Director 2

Mgmt For For For Elect Lisa McIntyre as Director 3


Mgmt For For For Approve Issuance of Performance Rights to Michael Kavanagh Under the Short Term

Incentive Scheme

5

Mgmt For For For Approve Issuance of Share Appreciation Rights and Performance Rights to Michael Kavanagh

Under the Long Term Incentive Scheme

6

Mgmt For For For Approve Renewal of Proportional Takeover Provisions in Constitution

7

Prescient Therapeutics Limited



Country: Australia



Ticker: PTX

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Allen Ebens as Director 2

Mgmt For Against For Elect Steven Engle as Director 3

Mgmt For Against For Approve Grant of Options to Steven

Yatomi-Clarke 4

Mgmt For Against For Approve Grant of Options to Steven Engle 5

Mgmt For Against For Approve Grant of Options to James Campbell 6

Mgmt For Against For Approve Grant of Options to Allen Ebens 7

Mgmt For For For Appoint William Buck Audit (Vic) Pty Ltd as

Auditor of the Company 8

Mgmt For For For Ratify Past Issuance of Shares to Professional


Mgmt For For For Approve Renewal of Proportional Takeover

Provisions 10


Constitution 11



Vote Summary Report


Ramsay Health Care Limited



Country: Australia



Ticker: RHC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Michael Stanley Siddle as Director 3.1

Mgmt For For For Elect Karen Lee Collett Penrose as Director 3.2

Mgmt For For For Approve Grant of Performance Rights to Craig McNally

4

Mgmt For For None Approve Non-Executive Director Share Rights Plan

5

Mgmt Against Against Against Approve the Spill Resolution 6

BigTinCan Holdings Limited



Country: Australia


Primary Security ID: Q1498V100

Ticker: BTH

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For Against For Elect Wayne Stevenson as Director 2

Mgmt For For For Ratify Past Issuance of Shares to Zunos Vendors 3

Mgmt Abstain For For Ratify Past Issuance of Shares to Existing and

New Institutional and Sophisticated Investors 4


Mgmt For Against For Approve the Increase in Aggregate Remuneration for Non-Executive Directors

5

Mgmt For For For Approve Bigtincan Holdings Limited Rights Plan 6

Mgmt For For For Approve Grant of Performance Share

Appreciation Rights to David Keane 7

Mgmt For For None Approve Bigtincan Holdings Limited NED Equity Plan

8

Vote Summary Report


Fletcher Building Ltd.






Ticker: FBU

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Martin Brydon as Director Mgmt For For For

Mgmt For For For Elect Barbara Chapman as Director 2

Mgmt For For For Elect Bruce Hassall as Director 3


4

Xref Limited



Country: Australia



Ticker: XF1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For Against For Elect Timothy Griffiths as Director 2

Mgmt For For For Approve Issuance of Ordinary Shares to Brad

Rosser 3.1

Mgmt For For For Approve Issuance of Ordinary Shares to

Lee-Martin Seymour 3.2

Mgmt For For For Approve Issuance of Ordinary Shares to

Timothy Griffiths 3.3

Mgmt For For For Approve Issuance of Ordinary Shares to Nigel

Heap 3.4

Mgmt For For For Approve the Issuance of Up to 10 Percent of the


Mgmt For For For Ratify Past Issuance of Warrants to PURE Asset

Management Pty Ltd 5

Axel Springer SE


Record Date:

Country: Germany



Ticker: SPR

Vote Summary Report


Axel Springer SE

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction





Mgmt For For For Approve Discharge of Management Board

Member Mathias Doepfner for Fiscal 2019 3.1

Mgmt For For For Approve Discharge of Management Board Members Other than Mathias Doepfner for Fiscal 2019

3.2

Mgmt For For For Approve Discharge of Supervisory Board

Member Friede Springer for Fiscal 2019 4.1

Mgmt For For For Approve Discharge of Supervisory Board Members Other than Friede Springer for Fiscal 2019

4.2

Mgmt For For For Ratify Ernst & Young GmbH as Auditors for

Fiscal 2020 5

Mgmt For For For Elect Johannes Huth to the Supervisory Board 6.1

Mgmt For For For Elect Philipp Freise to the Supervisory Board 6.2

Mgmt For For For Elect Franziska Kayser to the Supervisory Board 6.3

Mgmt For For For Approve Affiliation Agreement with CeleraOne

GmbH 7

Mgmt For For For Amend Articles Re: Principles of Corporate

Governance 8

Mgmt For For For Approve Squeeze-Out of Minority Shareholders by Majority Shareholder Traviata B.V. for EUR 60.24 per Share

9

MCS Services Ltd.



Country: Australia


Primary Security ID: Q5907M106

Ticker: MSG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Geoff Martin as Director 2

Vote Summary Report


MCS Services Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


3

Qube Holdings Limited



Country: Australia



Ticker: QUB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Jacqueline McArthur as Director Mgmt For For For

Mgmt For For For Elect Nicole Hollows as Director 2

Mgmt For Against For Approve Remuneration Report 3

Mgmt For For For Approve Grant of Share Appreciation Rights to

Maurice James 4

Mgmt For For For Approve Qube Long Term Incentive (SAR) Plan 5


Constitution 6

Mgmt For For For Approve Reinsertion of Proportional Takeover

Provisions 7

Rhipe Limited



Country: Australia



Ticker: RHP

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Dawn Edmonds as Director 3

Mgmt For For For Elect Michael Tierney as Director 4

Mgmt For For For Ratify Past Issuance of Shares to Institutional and Sophisticated Investors

5

Mgmt For For For Approve Issuance of Shares to Participating Directors

6

Vote Summary Report


Rhipe Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Rhipe Limited Performance Rights Plan Rules

7

Voting Policy Rationale: A vote AGAINST this resolution is warranted due to non-disclosure of Gross profit growth, EPS growth, and iTSR targets, and immediate vesting of awards upon a change in control event.

Mgmt Against Against For Approve Issuance of Performance Rights to Dominic O'Hanlon

8

Voting Policy Rationale: A vote AGAINST this resolution is warranted due to non-disclosure of Gross profit growth, EPS growth, and iTSR targets, and immediate vesting of awards upon a change in control event.

Somnomed Limited



Country: Australia



Ticker: SOM

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Hamish Corlett as Director 3

Mgmt For For For Elect Guy Russo as Director 4

Mgmt For For For Elect Amrita Blickstead as Director 5

Mgmt For Against For Elect Hilton Brett as Director 6

Mgmt For For For Elect Michael Gordon as Director 7

Mgmt For For For Appoint BDO Audit Pty Ltd as Auditor of the

Company 8

Wisetech Global Limited



Country: Australia



Ticker: WTC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Maree Isaacs as Director 3

Mgmt For For For Elect Arlene Tansey as Director 4

Vote Summary Report


Wisetech Global Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Equity Incentives Plan 5

Mgmt For For For Approve Grant of Share Rights to Non-Executive Directors

6

Australian Finance Group Ltd.



Country: Australia



Ticker: AFG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2 Elect Brett McKeon as Director Mgmt For For For


Mgmt For For For Approve Grant of Performance Rights to

Malcolm Watkins 4

Mgmt Abstain For For Ratify Past Issuance of Shares to Institutional

Investors 5

Voting Policy Rationale: A vote FOR this resolution is warranted. The rationale for the equity raising has been clearly explained. Further, there was strong demand from new institutional shareholders as well as existing eligible institutional and retail shareholders, who were provided an opportunity to participate through an entitlement offer.

Macquarie Telecom Group Ltd.



Country: Australia



Ticker: MAQ

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Aidan Tudehope as Director 2

Mgmt For For For Elect Anouk Darling as Director 3

Nova Eye Medical Ltd.



Country: Australia



Ticker: EYE

Vote Summary Report


Nova Eye Medical Ltd.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Rahmon Coupe as Director 2

Mgmt For Against For Elect Thomas Spurling as Director 3

LiveTiles Limited



Country: Australia



Ticker: LVT

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Remuneration Report Mgmt For Against Against

Voting Policy Rationale: A vote AGAINST the adoption of the remuneration report is warranted due to the following:* Unsubstantiated substantial increases in the fixed pay of the executives,* The cash bonuses awarded despite the company's loss-making performance,* The company's lack of disclosure of quantified STI targets, which hinders shareholders' abilities to assess performance alignment and goal rigor setting.

Mgmt For For For Elect Dana Rasmussen as Director 2

Mgmt For For For Elect Marc Stigter as Director 3

Mgmt For For For Appoint BDO Audit Pty Ltd as Auditor of the

Company 4

Mgmt Against Against For Approve the Issuance of Up to 10 Percent of the


Voting Policy Rationale: A vote AGAINST this resolution is warranted because the company has not provided specific reasons for seeking the authority and does not have an immediate need for such additional authority based on its expected cash outflows as of the quarter ended Sept. 30, 2020.

Mgmt For For For Ratify Past Issuance of CYCL Shares to CYCL

Vendors 6

Mgmt For For For Ratify Past Issuance of Wizdom Shares to

Wizdom Vendors 7

Mgmt For For For Ratify Past Issuance of MIP Shares to

Employees of the Company 8

Mgmt For For For Approve Issuance of CY2020 Earn-out Shares to

CYCL Vendors 9

Mgmt For For For Approve Management Incentive Plan 10

Vote Summary Report


Mach7 Technologies Limited



Country: Australia



Ticker: M7T

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Robert Bazzani as Director 2A

Mgmt For For For Elect Eliot Siegel as Director 2B

Mgmt For For None Approve Issuance of Performance Rights to Michael Lampron

3A

Mgmt For Against None Approve Issuance of Options to David Chambers 3B

Mgmt For Against None Approve Issuance of Options to Eliot Siegel 3C

Mgmt For Against None Approve Issuance of Options to Robert Bazzani 3D

Mgmt For For None Approve Issuance of Shares to David Chambers 3E

Mgmt For For None Approve Issuance of Shares to Eliot Siegel 3F

Mgmt For For None Approve Issuance of Shares to Robert Bazzani 3G

Mgmt For For For Approve Long Term Incentive Plan 4


5

Stratasys Ltd.



Country: Israel


Primary Security ID: M85548101

Ticker: SSYS

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Reelect Dov Ofer as Director Mgmt For For For

Mgmt For For For Reelect Zeev Holtzman as Director 1b

Mgmt For For For Reelect John J. McEleney as Director 1c

Mgmt For For For Reelect Ziva Patir as Director 1d

Mgmt For For For Reelect David Reis as Director 1e

Mgmt For For For Reelect Michael Schoellhorn as Director 1f

Vote Summary Report


Stratasys Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Reelect Yair Seroussi as Director 1g

Mgmt For For For Reelect Adina Shorr as Director 1h

Mgmt For For For Approve Amended Compensation Terms of Company's Non-Employee Directors

2

Mgmt For For For Approve Compensation of Dov Ofer, Chairman 3


Mgmt For For For Approve Amended Compensation Policy Re: Liability Insurance Policy

5

Mgmt For For For Reappoint Kesselman and Kesselman as Auditors

6

Mgmt Discuss Financial Statements and the Report of the Board

7

Mgmt For Refer None Vote FOR if you are NOT a controlling shareholder and do NOT have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote

AGAINST

A

Microsoft Corporation



Country: USA



Ticker: MSFT

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Reid G. Hoffman Mgmt For For For

Mgmt For For For Elect Director Hugh F. Johnston 1.2

Mgmt For For For Elect Director Teri L. List-Stoll 1.3

Mgmt For For For Elect Director Satya Nadella 1.4

Mgmt For For For Elect Director Sandra E. Peterson 1.5

Mgmt For For For Elect Director Penny S. Pritzker 1.6

Mgmt For For For Elect Director Charles W. Scharf 1.7

Mgmt For For For Elect Director Arne M. Sorenson 1.8

Mgmt For For For Elect Director John W. Stanton 1.9

Mgmt For For For Elect Director John W. Thompson 1.10

Mgmt For For For Elect Director Emma N. Walmsley 1.11

Vote Summary Report


Microsoft Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Padmasree Warrior 1.12


2

Mgmt For For For Ratify Deloitte & Touche LLP as Auditors 3

SH For For Against Report on Employee Representation on the Board of Directors

4

Voting Policy Rationale: A vote FOR this proposal is warranted, as an employee representation on the board would enable more robust oversight of issues related to the company's employees and their concerns.

Telia Co. AB



Country: Sweden


Primary Security ID: W95890104

Ticker: TELIA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Chairman of Meeting Mgmt For For For


Mgmt For For For Designate Jan Andersson as Inspector of

Minutes of Meeting 3.1

Mgmt For For For Designate Javiera Ragnartz as Inspector of




Mgmt For For For Approve Special Dividends of SEK 0.65 Per

Share 6

Atlassian Corporation Plc






Ticker: TEAM

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For


Vote Summary Report


Atlassian Corporation Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Appoint Ernst & Young LLP as Auditors 3

Mgmt For For For Authorize Board to Fix Remuneration of Auditors 4

Mgmt For For For Elect Director Shona L. Brown 5

Mgmt For For For Elect Director Michael Cannon-Brookes 6

Mgmt For For For Elect Director Scott Farquhar 7

Mgmt For For For Elect Director Heather Mirjahangir Fernandez 8

Mgmt For For For Elect Director Sasan Goodarzi 9

Mgmt For For For Elect Director Jay Parikh 10

Mgmt For For For Elect Director Enrique Salem 11

Mgmt For For For Elect Director Steven Sordello 12

Mgmt For For For Elect Director Richard P. Wong 13

Mgmt For For For Authorize to Make Off-Market Purchases of Ordinary Shares

14


Vail Resorts, Inc.



Country: USA


Primary Security ID: 91879Q109

Ticker: MTN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Susan L. Decker Mgmt For For For

Mgmt For For For Elect Director Robert A. Katz 1b

Mgmt For For For Elect Director Nadia Rawlinson 1c

Mgmt For For For Elect Director John T. Redmond 1d

Mgmt For For For Elect Director Michele Romanow 1e

Mgmt For For For Elect Director Hilary A. Schneider 1f

Mgmt For For For Elect Director D. Bruce Sewell 1g

Mgmt For For For Elect Director John F. Sorte 1h

Mgmt For For For Elect Director Peter A. Vaughn 1i


Vote Summary Report


Vail Resorts, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


3

Bank of Queensland Ltd.



Country: Australia



Ticker: BOQ

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2 Elect Bruce Carter as Director Mgmt For For For

Mgmt For For For Approve Grant of Performance Shares and

Premium Priced Options to George Frazis 3


Constitution 4


Westpac Banking Corp.



Country: Australia



Ticker: WBC

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2 Approve Grant of Performance Share Rights to Peter King

Mgmt For For For


Mgmt For For For Elect Peter Nash as Director 4a

Mgmt For For For Elect John McFarlane as Director 4b

Mgmt For For For Elect Christopher Lynch as Director 4c

Mgmt For For For Elect Michael Hawker as Director 4d

SH Against Against Against Elect Noel Davis as Director 5a

SH Against Against Against Elect Paul Whitehead as Director 5b

Vote Summary Report


NIBE Industrier AB



Country: Sweden



Ticker: NIBE.B

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Open Meeting Mgmt




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


Mgmt For For For Approve Dividends of SEK 1.40 Per Share 7


Napier Port Holdings Limited






Ticker: NPH

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Elect Diana Puketapu as Director Mgmt For For For

Mgmt For For For Elect John Harvey as Director 2

Mgmt For For For Authorize Board to Fix Remuneration of the

Auditors 3

National Australia Bank Limited



Country: Australia



Ticker: NAB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

2a Elect David Armstrong as Director Mgmt For For For

Vote Summary Report


National Australia Bank Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Peeyush Gupta as Director 2b

Mgmt For For For Elect Ann Sherry as Director 2c

Mgmt For For For Elect Simon McKeon as Director 2d


Mgmt For For For Approve Grant of Performance Rights to Ross McEwan

4

Mgmt For For For Approve Selective Buy-Back of 20 Million Preference Shares Associated with the National

Income Securities (NIS Buy-back Scheme)

5

SH For Against Against Approve the Amendments to the Company's Constitution

6a

Voter Rationale: We support constitution including shareholder right to put advisory resolutions.

Voting Policy Rationale: A vote AGAINST this resolution is warranted, as the request to amend the company's constitution is potentially broad with no regulatory framework to oversee shareholder proposals. The Board has confirmed its willingness to consult with the shareholder proponents with a view to addressing shareholder requirements, to disclose the proxy votes ahead of the AGM as an indication of shareholder requirements and to publicly discuss the resolutions at the AGM.

SH For For Against Approve Transition Planning Disclosure 6b

Voting Policy Rationale: A vote FOR this proposal is warranted, as enhanced disclosure of strategies and reduction targets aimed to limit the company's exposure to fossil fuels would enable shareholders to better understand how the company is managing climate change related-risks and assess the effectiveness of the company's related efforts.




Country: China



Ticker: 2208

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

EGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt For For For Approve Estimated Annual Cap for Continuing

Connected Transactions (A Share) for 2021 1

Mgmt For For For Approve Application for a Letter of Guarantee from the Bank on Behalf of Australia White Rock Wind Farm

2

Mgmt For For For Approve Purchasing Liability Insurance for

Directors, Supervisors and Senior Management 3

SH For For For Approve Proposed Revision of Annual Caps for Continuing Connected Transactions (H Share) for 2020 and 2021 Under the Product Sales

Framework Agreement (2019-2021)

4

Vote Summary Report


Acuity Brands, Inc.



Country: USA



Ticker: AYI

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Neil M. Ashe Mgmt For For For

Mgmt For For For Elect Director W. Patrick Battle 1b

Mgmt For For For Elect Director Peter C. Browning 1c

Mgmt For For For Elect Director G. Douglas Dillard, Jr. 1d

Mgmt For For For Elect Director James H. Hance, Jr. 1e

Mgmt For For For Elect Director Maya Leibman 1f

Mgmt For For For Elect Director Laura G. O'Shaughnessy 1g

Mgmt For For For Elect Director Dominic J. Pileggi 1h

Mgmt For For For Elect Director Ray M. Robinson 1i

Mgmt For For For Elect Director Mary A. Winston 1j


Mgmt For For For Eliminate Supermajority Vote Requirement 3a

Mgmt For For For Eliminate Supermajority Voting Provision to Remove Directors

3b

Mgmt For For For Provide Right to Call Special Meeting 4


5

Voting Policy Rationale: A vote AGAINST this proposal is warranted. While the company demonstrated sufficient responsiveness to last year's failed say-on-pay vote, additional concerns have been identified for the year in review. Although the annual incentive is primarily determined by pre-set financial metrics, the company utilizes a secondary funding mechanism, which appears to create multiple opportunities for NEOs to receive above-target payouts. Further, the only primary metric to be achieved above threshold had a target which was set below the prior year's performance level. Moreover, the newly appointed CEO received a relatively large equity award, which is mostly composed of time-vesting stock options, and the performance-based portion of the grant only requires the stock price goal to be maintained for ten trading days.

Capita Plc





Primary Security ID: G1846J115

Ticker: CPI

Vote Summary Report


Capita Plc

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Disposal of Capita's Education Software

Solutions Business Mgmt For For For

Micron Technology, Inc.



Country: USA



Ticker: MU

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Richard M. Beyer Mgmt For For For

Mgmt For For For Elect Director Lynn A. Dugle 1b

Mgmt For For For Elect Director Steven J. Gomo 1c

Mgmt For For For Elect Director Mary Pat McCarthy 1d

Mgmt For For For Elect Director Sanjay Mehrotra 1e

Mgmt For For For Elect Director Robert E. Switz 1f

Mgmt For For For Elect Director MaryAnn Wright 1g


2



Australian Pharmaceutical Industries Limited



Country: Australia



Ticker: API

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Lee Ausburn as Director 3

Vote Summary Report


Australian Pharmaceutical Industries Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Jennifer Macdonald as Director 4

Mgmt For For For Elect Janine Allis as Director 5

Mgmt For For For Elect Clive Stiff as Director 6

Mgmt Against Against For Approve Grant of Performance Rights to Richard Vincent

7

Voting Policy Rationale: A vote AGAINST the grant of performance rights to the CEO is warranted due to the following problematic provisions:* Non-disclosure of the ROE and EPS growth target range until after the performance period, which does not allow shareholders to independently consider and assess the robustness of the targets;* Setting the targets annually for each year of the performance period rather than upfront for the three-year grant is a departure from accepted corporate governance practice in this market and provides an opportunity for annual re-sets and short-termism by revising the target downward to accommodate vesting;* The board has absolute discretion to vary performance hurdles during the performance period, raising the issue whether any amended LTI targets would be sufficiently aligned with shareholder outcomes and whether vesting appropriately reflects performance over and above that already required in the executive's role;* There continues to be a dividend entitlement on unvested shares during the performance period, representing unjustified excess given there is no present entitlement to shares or dividends before rights vest upon the conclusion of the performance period; and* A 'false choice' is in place which has an impact of diminishing shareholder rights, given that if this resolution is not approved, it is intended that payment of the LTI will be by way of cash.

3P Learning Limited



Country: Australia



Ticker: 3PL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt Against For For Elect Samuel Weiss as Director 3

Voting Policy Rationale: A vote FOR this nominee is warranted.

Mgmt For For For Approve Grant of Performance Rights to Rebekah O'Flaherty

4

Mgmt For For For Approve Proportional Takeover Provisions 5

Intuit Inc.



Country: USA



Ticker: INTU

Vote Summary Report


Intuit Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Eve Burton Mgmt For For For

Mgmt For For For Elect Director Scott D. Cook 1b

Mgmt For For For Elect Director Richard L. Dalzell 1c

Mgmt For For For Elect Director Sasan K. Goodarzi 1d

Mgmt For For For Elect Director Deborah Liu 1e

Mgmt For For For Elect Director Tekedra Mawakana 1f

Mgmt For For For Elect Director Suzanne Nora Johnson 1g

Mgmt For For For Elect Director Dennis D. Powell 1h

Mgmt For For For Elect Director Brad D. Smith 1i

Mgmt For For For Elect Director Thomas Szkutak 1j

Mgmt For For For Elect Director Raul Vazquez 1k

Mgmt For For For Elect Director Jeff Weiner 1l




Visa Inc.



Country: USA



Ticker: V

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Lloyd A. Carney Mgmt For For For

Mgmt For For For Elect Director Mary B. Cranston 1b

Mgmt For For For Elect Director Francisco Javier Fernandez-Carbajal

1c

Mgmt For For For Elect Director Alfred F. Kelly, Jr. 1d

Mgmt For For For Elect Director Ramon Laguarta 1e

Mgmt For For For Elect Director John F. Lundgren 1f

Mgmt For For For Elect Director Robert W. Matschullat 1g

Vote Summary Report


Visa Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Denise M. Morrison 1h

Mgmt For For For Elect Director Suzanne Nora Johnson 1i

Mgmt For For For Elect Director Linda J. Rendle 1j

Mgmt For For For Elect Director John A. C. Swainson 1k

Mgmt For For For Elect Director Maynard G. Webb, Jr. 1l


2



Mgmt For For For Provide Holders of At Least 15% Class A Common Stock Right to Call Special Meeting

5

SH For For Against Provide Right to Act by Written Consent 6

Voting Policy Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.

SH For For Against Amend Principles of Executive Compensation Program

7

Voting Policy Rationale: A vote FOR this resolution is warranted. While the company discloses its executive compensation setting process, inclusion of CEO pay ratio and other factors as a guiding principle of executive compensation could allow for more informed and contextual assessments by investors as to whether the company's executive compensation practices are reasonable and fair and aligned with shareholders' long-term interests.

Accenture plc



Country: Ireland


Primary Security ID: G1151C101

Ticker: ACN

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Jaime Ardila Mgmt For For For

Mgmt For For For Elect Director Herbert Hainer 1b

Mgmt For For For Elect Director Nancy McKinstry 1c

Mgmt For For For Elect Director Beth E. Mooney 1d

Mgmt For For For Elect Director Gilles C. Pelisson 1e

Mgmt For For For Elect Director Paula A. Price 1f

Mgmt For For For Elect Director Venkata (Murthy) Renduchintala 1g

Vote Summary Report


Accenture plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director David Rowland 1h

Mgmt For For For Elect Director Arun Sarin 1i

Mgmt For For For Elect Director Julie Sweet 1j

Mgmt For For For Elect Director Frank K. Tang 1k

Mgmt For For For Elect Director Tracey T. Travis 1l


2

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

3

Mgmt For For For Renew the Board's Authority to Issue Shares Under Irish Law

4

Mgmt For For For Authorize Board to Opt-Out of Statutory Pre-Emption Rights

5

Mgmt For For For Determine Price Range for Reissuance of Treasury Shares

6




Country: Australia



Ticker: CMW

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Jane Tongs as Director Mgmt For For For

Mgmt For For For Elect Tanya Cox as Director 2

Mgmt For For For Elect Lisa Scenna as Director 3

Mgmt Against Against For Approve Accelerated Vesting of Performance

Rights 4

Voting Policy Rationale: A vote AGAINST the proposed acceleration of vesting of Performance Rights to the retired CEO is warranted. Accelerated vesting does not meet good corporate governance expectations in this market. Local market standards support prior period LTI grants to remain "on-foot" and subject to pro rata vesting based on meeting performance targets and for the portion of the performance period which has expired up to the time of termination of employment.

Mgmt For For For Approve Performance Rights not to Lapse

Despite Ceasing Employment 5

Vote Summary Report


OSRAM Licht AG


Record Date:

Country: Germany


Primary Security ID: D5963B113

Ticker: OSR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal Year 2019/20 (Non-Voting)

Mgmt

Mgmt For For For Approve Discharge of Management Board Member Olaf Berlien for Fiscal Year 2019/20

2.1

Mgmt For For For Approve Discharge of Management Board Member Ingo Bank (until April 30, 2020) for

Fiscal Year 2019/20

2.2

Mgmt For For For Approve Discharge of Management Board Member Kathrin Dahnke (from April 16, 2020)

for Fiscal Year 2019/20

2.3

Mgmt For For For Approve Discharge of Management Board Member Stefan Kampmann for Fiscal Year

2019/20

2.4

Mgmt For For For Approve Discharge of Supervisory Board Member Thomas Stockmeier (from August 3,

2020) for Fiscal Year 2019/20

3.1

Mgmt For For For Approve Discharge of Supervisory Board Member Klaus Abel (from May 7, 2019) for

Fiscal Year 2019/20

3.2

Mgmt For For For Approve Discharge of Supervisory Board Member Peter Bauer for Fiscal Year 2019/20

3.3

Mgmt For For For Approve Discharge of Supervisory Board Member Christine Bortenlaenger for Fiscal Year

2019/20

3.4

Mgmt For For For Approve Discharge of Supervisory Board Member Roland Busch (until July 28, 2020) for

Fiscal Year 2019/20

3.5

Mgmt For For For Approve Discharge of Supervisory Board Member Johann Eitner (from Aug. 3, 2020) for

Fiscal Year 2019/20

3.6

Mgmt For For For Approve Discharge of Supervisory Board Member Margarete Haase for Fiscal Year

2019/20

3.7

Mgmt For For For Approve Discharge of Supervisory Board Member Frank Lakerveld (until July 28, 2020)

for Fiscal Year 2019/20

3.8

Mgmt For For For Approve Discharge of Supervisory Board Member Johann Metzler (from Aug. 3, 2020) for

Fiscal Year 2019/20

3.9

Mgmt For For For Approve Discharge of Supervisory Board Member Arunjai Mittal (until July 28, 2020) for

Fiscal Year 2019/20

3.10

Vote Summary Report


OSRAM Licht AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Discharge of Supervisory Board Member Alexander Mueller for Fiscal Year

2019/20

3.11

Mgmt For For For Approve Discharge of Supervisory Board Member Olga Redda for Fiscal Year 2019/20

3.12

Mgmt For For For Approve Discharge of Supervisory Board Member Ulrike Salb for Fiscal Year 2019/20

3.13

Mgmt For For For Approve Discharge of Supervisory Board Member Irene Weininger for Fiscal Year 2019/20

3.14

Mgmt For For For Approve Discharge of Supervisory Board Member Thomas Wetzel for Fiscal Year 2019/20

3.15

Mgmt For For For Ratify Ernst & Young GmbH as Auditors for Fiscal Year 2020/21

4

Mgmt Against Against For Elect Ulrich Huewels to the Supervisory Board 5.1

Voting Policy Rationale: Votes AGAINST the non-independent nominees, Christin Eisenschmid and Ulrich Huewels, are warranted because of the failure to establish a sufficiently independent board.

Mgmt Against Against For Elect Christin Eisenschmid to the Supervisory Board

5.2

Voting Policy Rationale: Votes AGAINST the non-independent nominees, Christin Eisenschmid and Ulrich Huewels, are warranted because of the failure to establish a sufficiently independent board.

Mgmt Against Against For Approve Remuneration Policy 6

Voting Policy Rationale: A vote AGAINST this resolution is warranted because:* The proposed policy contains a purely fixed remuneration for executives and a compelling rationale has not been provided for the removal of the performance-based components.* The quantum of the fixed remuneration would be broadly aligned with target remuneration levels under the existing system, suggesting that the performance-based incentive is guaranteed for 2021 at least.

Mgmt For For For Approve Remuneration of Supervisory Board 7

Mgmt For For For Change Fiscal Year End to Dec. 31 8

Mgmt For For For Amend Articles Re: Participation of Supervisory Board Members in the Annual General Meeting by Means of Audio and Video Transmission

9

Mgmt For For For Amend Articles Re: Information for Registration

in the Share Register 10

Technology One Limited



Country: Australia



Ticker: TNE

Vote Summary Report


Technology One Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Elect Peter Ball as Director Mgmt For For For

Mgmt For For For Elect John Mactaggart as Director 2


Gentrack Group Limited






Ticker: GTK

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

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

Mgmt For For For

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

2

Mgmt For For For Approve Issuance or Transfer of Equity Securities as Non-Executive Director

Remuneration

3

Mgmt For For For Elect Gary Miles as Director 4

Mgmt For Against For Approve Issuance of Performance Rights to Gary Miles

5

Mgmt For Against For Approve Extension on a One Off Basis by Up to 1.50 Million Equity Securities of the 3 Percent Limit of Equity Securities that May be Issued by the Company in a Twelve Month Period

6

Mgmt For For For Elect Stewart Sherriff as Director 7

Mgmt For For For Elect Andy Green as Director 8

Mgmt For For For Elect Nick Luckock as Director 9

Infineon Technologies AG


Record Date:

Country: Germany



Ticker: IFX

Vote Summary Report


Infineon Technologies AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction






Member Reinhard Ploss for Fiscal 2020 3.1


Member Helmut Gassel for Fiscal 2020 3.2


Member Jochen Hanebeck for Fiscal 2020 3.3


Member Sven Schneider for Fiscal 2020 3.4


Member Wolfgang Eder for Fiscal 2020 4.1

Mgmt For For For Approve Discharge of Supervisory Board Member Peter Bauer (until Feb. 20, 2020) for Fiscal 2020

4.2

Mgmt For For For Approve Discharge of Supervisory Board Member Xiaoqun Clever (from Feb. 20, 2020) for Fiscal 2020

4.3


Member Johann Dechant for Fiscal 2020 4.4

Mgmt For For For Approve Discharge of Supervisory Board Member Herbert Diess (until Feb. 20, 2020) for Fiscal 2020

4.5

Mgmt For For For Approve Discharge of Supervisory Board Member Friedrich Eichiner (from Feb. 20, 2020) for Fiscal 2020

4.6


Member Annette Engelfried for Fiscal 2020 4.7


Member Peter Gruber for Fiscal 2020 4.8

Mgmt For For For Approve Discharge of Supervisory Board Member Gerhard Hobbach (until Feb. 20, 2020) for Fiscal 2020

4.9


Member Hans-Ulrich Holdenried for Fiscal 2020 4.10

Mgmt For For For Approve Discharge of Supervisory Board Member Renate Koecher (until Feb. 20, 2020) for Fiscal 2020

4.11


Member Susanne Lachenmann for Fiscal 2020 4.12

Vote Summary Report


Infineon Technologies AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Discharge of Supervisory Board Member Geraldine Picaud for Fiscal 2020

4.13

Mgmt For For For Approve Discharge of Supervisory Board Member Manfred Puffer for Fiscal 2020

4.14

Mgmt For For For Approve Discharge of Supervisory Board Member Melanie Riedl (from Feb. 20, 2020) for

Fiscal 2020

4.15

Mgmt For For For Approve Discharge of Supervisory Board Member Kerstin Schulzendorf for Fiscal 2020

4.16

Mgmt For For For Approve Discharge of Supervisory Board Member Juergen Scholz for Fiscal 2020

4.17

Mgmt For For For Approve Discharge of Supervisory Board Member Ulrich Spiesshofer (from Feb. 20, 2020)

for Fiscal 2020

4.18

Mgmt For For For Approve Discharge of Supervisory Board Member Margret Suckale (from Feb. 20, 2020)

for Fiscal 2020

4.19

Mgmt For For For Approve Discharge of Supervisory Board Member Eckart Suenner (until Feb. 20, 2020)

for Fiscal 2020

4.20

Mgmt For For For Approve Discharge of Supervisory Board Member Diana Vitale for Fiscal 2020

4.21

Mgmt For For For Ratify KPMG AG as Auditors for Fiscal 2021 5



Mgmt For For For Approve Creation of EUR 30 Million Pool of Capital for Employee Stock Purchase Plan

8

Mgmt For For For Amend Articles Re: Information for Registration in the Share Register

9

Mgmt For For For Amend Articles Re: Supervisory Board's Rules of Procedure

10

Orsted A/S



Country: Denmark


Primary Security ID: K7653Q105

Ticker: ORSTED

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Receive Report of Board Mgmt

Vote Summary Report


Orsted A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Accept Financial Statements and Statutory Reports

2

Mgmt For For For Approve Remuneration Report (Advisory Vote) 3

Mgmt For For For Approve Discharge of Management and Board 4

Mgmt For For For Approve Allocation of Income and Dividends of DKK 11.50 Per Share

5

Mgmt Against Against For Authorize Share Repurchase Program 6

Voting Policy Rationale: A vote AGAINST this proposal to repurchase company shares is warranted because the authorization lacks a volume limit combined with the authorization lasting for more than 18 months.

Mgmt For For For Approve Director Indemnification Scheme 7.1

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

Board

7.2

Mgmt For For For Allow Shareholder Meetings to be Held by Electronic Means Only

7.3

Mgmt For For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with

Danish Authorities

7.4

Mgmt Other Proposals from Shareholders (None Submitted)

8

Mgmt For For For Determine Number of Members (8) and Deputy Members of Board

9.1

Mgmt For For For Reelect Thomas Thune Andersen (Chair) as Director

9.2

Mgmt For For For Reelect Lene Skole (Vice Chair) as Director 9.3

Mgmt For For For Reelect Lynda Armstrong as Director 9.4a

Mgmt For For For Reelect Jorgen Kildah as Director 9.4b

Mgmt For For For Reelect Peter Korsholm as Director 9.4c

Mgmt For For For Reelect Dieter Wemmer as Director 9.4d

Mgmt For For For Elect Julia King as New Director 9.4e

Mgmt For For For Elect Henrik Poulsen as New Director 9.4f

Mgmt For For For Approve Remuneration of Directors; Approve Remuneration for Committee Work

10

Mgmt For For For Ratify PricewaterhouseCoopers as Auditors 11

Mgmt Other Business 12

Vote Summary Report


RXP Services Ltd.



Country: Australia

Meeting Type: Court


Ticker: RXP

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Approve Scheme of Arrangement in Relation to the Proposed Acquisition of the Company by

Capgemini Australia Pty Limited

1

Analog Devices, Inc.



Country: USA



Ticker: ADI

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Ray Stata Mgmt For For For

Mgmt For For For Elect Director Vincent Roche 1b

Mgmt For For For Elect Director James A. Champy 1c

Mgmt For For For Elect Director Anantha P. Chandrakasan 1d

Mgmt For For For Elect Director Bruce R. Evans 1e

Mgmt For For For Elect Director Edward H. Frank 1f

Mgmt For For For Elect Director Laurie H. Glimcher 1g

Mgmt For For For Elect Director Karen M. Golz 1h

Mgmt For For For Elect Director Mark M. Little 1i

Mgmt For For For Elect Director Kenton J. Sicchitano 1j

Mgmt For For For Elect Director Susie Wee 1k




Applied Materials, Inc.



Country: USA



Ticker: AMAT

Vote Summary Report


Applied Materials, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Rani Borkar Mgmt For For For

Mgmt For For For Elect Director Judy Bruner 1b

Mgmt For For For Elect Director Xun (Eric) Chen 1c

Mgmt For For For Elect Director Aart J. de Geus 1d

Mgmt For For For Elect Director Gary E. Dickerson 1e

Mgmt For For For Elect Director Thomas J. Iannotti 1f

Mgmt For For For Elect Director Alexander A. Karsner 1g

Mgmt For For For Elect Director Adrianna C. Ma 1h

Mgmt For For For Elect Director Yvonne McGill 1i

Mgmt For For For Elect Director Scott A. McGregor 1j





Mgmt For For For Amend Qualified Employee Stock Purchase Plan 5

SH For For Against Require Independent Board Chairman 6

Voting Policy Rationale: A vote FOR this proposal is warranted given the importance of having an independent chairman of the board.

SH For For Against Improve Executive Compensation Program and Policy

7


IHS Markit Ltd.



Country: Bermuda



Ticker: INFO

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Merger Agreement Mgmt For For For

Vote Summary Report


IHS Markit Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Advisory Vote on Golden Parachutes 2

Voting Policy Rationale: A vote AGAINST this proposal is warranted. As an incentive for the CEO to remain with the company post-merger for one year as a special advisor, in addition to $11 million in compensation, he will receive a $40 million retention bonus. Furthermore, although vesting of performance awards will only accelerate upon a qualifying termination, these were amended to pay out above target, with all of the CEO's performance equity to vest at maximum.

Siemens Gamesa Renewable Energy SA



Country: Spain


Primary Security ID: E8T87A100

Ticker: SGRE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial

Statements Mgmt For For For

Mgmt For For For Approve Consolidated and Standalone

Management Reports 2



Mgmt For For For Approve Treatment of Net Loss 5

Mgmt For For For Ratify Appointment of and Elect Tim

Dawidowsky as Director 6

Mgmt For For For Reelect Mariel von Schumann as Director 7

Mgmt Against For For Reelect Klaus Rosenfeld as Director 8

Voting Policy Rationale: A vote FOR this item is warranted due to a lack of concerns about the independent director nominee.

Mgmt For For For Renew Appointment of Ernst & Young as Auditor

9


Mgmt For For For Approve Restricted Stock Plan 11


12


Chugai Pharmaceutical Co., Ltd.



Country: Japan


Primary Security ID: J06930101

Ticker: 4519

Vote Summary Report


Chugai Pharmaceutical Co., Ltd.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Allocation of Income, with a Final

Dividend of JPY 30 Mgmt For For For

Mgmt For For For Elect Director Oku, Masayuki 2.1

Mgmt For For For Elect Director Ichimaru, Yoichiro 2.2

Mgmt For For For Elect Director Christoph Franz 2.3

Mgmt For For For Elect Director William N. Anderson 2.4

Mgmt For For For Elect Director James H. Sabry 2.5

Mgmt For For For Appoint Statutory Auditor Ohashi, Yoshiaki 3

SGS SA


Record Date:

Country: Switzerland


Primary Security ID: H7485A108

Ticker: SGSN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Accept Financial Statements and Statutory Reports

Mgmt For For For

Mgmt For For For Approve Remuneration Report (Non-Binding) 1.2

Mgmt For For For Approve Discharge of Board and Senior Management

2

Mgmt For For For Approve Allocation of Income and Dividends of CHF 80.00 per Share

3

Mgmt For For For Reelect Calvin Grieder as Director 4.1a

Mgmt For For For Reelect Sami Atiya as Director 4.1b

Mgmt For For For Reelect Paul Desmarais as Director 4.1c

Mgmt For For For Reelect Ian Gallienne as Director 4.1d

Mgmt For For For Reelect Shelby du Pasquier as Director 4.1e

Mgmt For For For Reelect Kory Sorenson as Director 4.1f

Mgmt For For For Reelect Tobias Hartmann as Director 4.1g

Mgmt For For For Elect Janet Vergis as Director 4.1h

Mgmt For For For Reelect Calvin Grieder as Board Chairman 4.2

Vote Summary Report


SGS SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Reappoint Ian Gallienne as Member of the Compensation Committee

4.3.1

Voting Policy Rationale: Board Elections (Items 4.1a-4.2)Votes FOR the proposed nominees are warranted.Compensation Committee Elections (Items 4.3.1-4.3.3)Votes AGAINST the non-independent nominees Ian Gallienne and Shelby du Pasquier are warranted due to the failure to establish a majority-independent committee.A vote FOR Kory Sorenson is warranted due to a lack of concerns.Board Elections (Items 4.1a-4.2)Votes FOR the proposed nominees are warranted.Compensation Committee Elections (Items 4.3.1-4.3.3)Votes AGAINST the non-independent nominees Ian Gallienne and Shelby du Pasquier are warranted due to the failure to establish a majority-independent committee.A vote FOR Kory Sorenson is warranted due to a lack of concerns.

Mgmt Against Against For Reappoint Shelby du Pasquier as Member of the Compensation Committee

4.3.2

Voting Policy Rationale: Board Elections (Items 4.1a-4.2)Votes FOR the proposed nominees are warranted.Compensation Committee Elections (Items 4.3.1-4.3.3)Votes AGAINST the non-independent nominees Ian Gallienne and Shelby du Pasquier are warranted due to the failure to establish a majority-independent committee.A vote FOR Kory Sorenson is warranted due to a lack of concerns.Board Elections (Items 4.1a-4.2)Votes FOR the proposed nominees are warranted.Compensation Committee Elections (Items 4.3.1-4.3.3)Votes AGAINST the non-independent nominees Ian Gallienne and Shelby du Pasquier are warranted due to the failure to establish a majority-independent committee.A vote FOR Kory Sorenson is warranted due to a lack of concerns.

Mgmt For For For Reappoint Kory Sorenson as Member of the Compensation Committee

4.3.3

Mgmt For For For Ratify PricewaterhouseCoopers SA as Auditors 4.4

Mgmt For For For Designate Jeandin & Defacqz as Independent Proxy

4.5

Mgmt For For For Approve Remuneration of Directors in the Amount of CHF 2.3 Million

5.1

Mgmt For For For Approve Fixed Remuneration of Executive Committee in the Amount of CHF 14 Million

5.2

Mgmt For For For Approve Variable Remuneration of Executive Committee in the Amount of CHF 3.1 Million

5.3

Mgmt For For For Approve Long Term Incentive Plan for Executive Committee in the Amount of CHF 26 Million

5.4

Mgmt For For For Approve CHF 70,700 Reduction in Share Capital via Cancellation of Repurchased Shares

6

Mgmt For For For Approve Creation of CHF 500,000 Pool of Capital without Preemptive Rights

7

Mgmt Against Against For Transact Other Business (Voting) 8

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

SGS SA


Record Date:



Primary Security ID: H7485A108

Ticker: SGSN

Vote Summary Report


SGS SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Share Re-registration Consent Mgmt For For For

Gjensidige Forsikring ASA



Country: Norway


Primary Security ID: R2763X101

Ticker: GJF

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Open Meeting Mgmt


Mgmt Registration of Attending Shareholders and Proxies

3

Mgmt For For For Approve Notice of Meeting and Agenda 4


Mgmt For For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and

Dividends of NOK 7.40 Per Share

6

Mgmt For For For Approve Remuneration Statement 7

Mgmt For For For Approve Remuneration Guidelines For Executive Management

8

Mgmt For For For Authorize the Board to Decide on Distribution of Dividends

9.a

Mgmt For For For Approve Equity Plan Financing Through Share Repurchase Program

9.b

Mgmt For For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

9.c

Mgmt For For For Approve Creation of NOK 100 Million Pool of Capital without Preemptive Rights

9.d

Mgmt For For For Authorize Board to Raise Subordinated Loans and Other External Financing

9.e

Mgmt For For For Reelect Gisele Marchand (Chair), Vibeke Krag, Terje Seljeseth, Hilde Merete Nafstad, Eivind Elnan, Tor Magne Lonnum and Gunnar Robert Sellaeg as Directors

10.a

Mgmt For For For Reelect Trine Riis Groven (Chair) as Member of Nominating Committee

10.b1

Vote Summary Report


Gjensidige Forsikring ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Reelect Iwar Arnstad as Members of Nominating Committee

10.b2

Mgmt For For For Reelect Marianne Ribe as Member of Nominating Committee

10.b3

Mgmt For For For Reelect Pernille Moen as Member of Nominating Committee

10.b4

Mgmt For For For Reelect Henrik Bachke Madsen as Member of Nominating Committee

10.b5

Mgmt For For For Ratify Deloitte as Auditors 10.c

Mgmt For For For Approve Remuneration of Directors and Auditors; Approve Remuneration for Committee

Work

11

Kyowa Kirin Co., Ltd.



Country: Japan



Ticker: 4151

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt For For For Elect Director Miyamoto, Masashi 2.1

Mgmt For For For Elect Director Osawa, Yutaka 2.2

Mgmt For For For Elect Director Mikayama, Toshifumi 2.3

Mgmt For For For Elect Director Yokota, Noriya 2.4

Mgmt For For For Elect Director Morita, Akira 2.5

Mgmt For For For Elect Director Haga, Yuko 2.6

Mgmt For For For Elect Director Arai, Jun 2.7

Mgmt For For For Elect Director Oyamada, Takashi 2.8

Mgmt For For For Appoint Statutory Auditor Yatsu, Tomomi 3

Mgmt For For For Approve Compensation Ceiling for Directors 4

Mgmt For For For Approve Performance Share Plan 5

Vote Summary Report


Skandinaviska Enskilda Banken AB



Country: Sweden



Ticker: SEB.A

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Open Meeting Mgmt


Mgmt For For For Designate Ossian Ekdahl as Inspector of Minutes of Meeting

3.1

Mgmt For For For Designate Per Colleen as Inspector of Minutes of Meeting

3.2




Mgmt Receive Financial Statements and Statutory Reports

7


8

Mgmt For For For Approve Allocation of Income and Dividends of SEK 4.10 Per Share

9

Mgmt For For For Approve Discharge of Johan H. Andresen 10.1

Mgmt For For For Approve Discharge of Signhild Arnegard Hansen 10.2

Mgmt For For For Approve Discharge of Anne-Catherine Berner 10.3

Mgmt For For For Approve Discharge of Samir Brikho 10.4

Mgmt For For For Approve Discharge of Winnie Fok 10.5

Mgmt For For For Approve Discharge of Anna-Karin Glimstrom 10.6

Mgmt For For For Approve Discharge of Annika Dahlberg 10.7

Mgmt For For For Approve Discharge of Charlotta Lindholm 10.8

Mgmt For For For Approve Discharge of Sven Nyman 10.9

Mgmt For For For Approve Discharge of Magnus Olsson 10.10

Mgmt For For For Approve Discharge of Lars Ottersgard 10.11

Mgmt For For For Approve Discharge of Jesper Ovesen 10.12

Mgmt For For For Approve Discharge of Helena Saxon 10.13

Mgmt For For For Approve Discharge of Johan Torgeby (as Board Member)

10.14

Mgmt For For For Approve Discharge of Marcus Wallenberg 10.15

Vote Summary Report


Skandinaviska Enskilda Banken AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Discharge of Hakan Westerberg 10.16

Mgmt For For For Approve Discharge of Johan Torgeby (as President)

10.17

Mgmt For For For Determine Number of Members (9) and Deputy Members of Board

11

Mgmt For For For Determine Number of Auditors (1) and Deputy Auditors

12

Mgmt For For For Approve Remuneration of Directors in the Amount of SEK 3.2 Million for Chairman, SEK 1 Million for Vice Chairman, and SEK 775,000 for Other Directors; Approve Remuneration for

Committee Work

13.1

Mgmt For For For Approve Remuneration of Auditors 13.2

Mgmt For For For Reelect Signhild Arnegard Hansen as Director 14.1

Mgmt For For For Reelect Anne-Catherine Berner as Director 14.2

Mgmt For For For Reelect Winnie Fok as Director 14.3

Mgmt For For For Reelect Sven Nyman as Director 14.4

Mgmt For For For Reelect Lars Ottersgard as Director 14.5

Mgmt Against Against For Reelect Jesper Ovesen as Director 14.6

Voting Policy Rationale: A vote FOR candidates Signhild Arnegaard Hansen, Anne-Catherine Berner, Kin Wah (Winnie) Fok, Sven Nyman, Lars Ottersgaard and Johan Torgeby (Items 14.1-14.5 and 14.8) is warranted due to a lack of concern regarding the suitability of these individuals in particular.A vote AGAINST candidates Jesper Ovesen, Helena Saxon and Marcus Wallenberg (Items 14.6-14.7 and 14.9) is warranted due to their status as non-independent directors on an audit committee with an insufficient level of independence and as the chairman of the committee is considered non-independent according to Social Advisory Services guidelines.

Mgmt Against Against For Reelect Helena Saxon as Director 14.7


Mgmt For For For Reelect Johan Torgeby as Director 14.8

Mgmt Against Against For Reelect Marcus Wallenberg as Director 14.9


Mgmt Against Against For Reelect Marcus Wallenberg as Board Chairman 14.10

Voting Policy Rationale: A vote AGAINST candidate Marcus Wallenberg as chairman is warranted due to his status as non-independent member on an audit committee with an insufficient level of independence.

Vote Summary Report


Skandinaviska Enskilda Banken AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Ratify Ernst & Young as Auditors 15


Mgmt For For For Approve SEB All Employee Program 2021 for All Employees in Most of the Countries where SEB

Operates

17.1

Mgmt For For For Approve SEB Share Deferral Program 2021 for Group Executive Committee, Senior Managers

and Key Employees

17.2

Mgmt For For For Approve SEB Restricted Share Program 2021 for Some Employees in Certain Business Units

17.3

Mgmt For For For Authorize Share Repurchase Program 18.1

Mgmt For For For Authorize Repurchase of Class A and/or Class C Shares and Reissuance of Repurchased Shares Inter Alia in for Capital Purposes and Long-Term Incentive Plans

18.2

Mgmt For For For Approve Transfer of Class A Shares to Participants in 2021 Long-Term Equity Programs

18.3

Mgmt For For For Approve Issuance of Convertibles without Preemptive Rights

19

Mgmt For For For Approve Proposal Concerning the Appointment of Auditors in Foundations Without Own

Management

20

Mgmt For For For Amend Articles Re: Editorial Changes; Participation at General Meetings; Location of General Meetings; Attendance of Persons not being Shareholders at General Meetings

21

Mgmt Shareholder Proposals Submitted by Elisabeth Dahlerus Dahlin

SH Against Against None The Bank Immediately shall Work for the Exclusion of Fossil Companies as Borrowers in

the Bank

22.1

SH Against Against None The Bank shall Exclude Fossil Fuels as Investment Objects

22.2

Mgmt Shareholder Proposals Submitted by Rolf Lindahl

SH Against Against None By 2025, the Bank will Only Finance those Companies and Projects that are in Line with what Science Requires for the World to Stay below 1.5 Degree Celsius

23.1

SH Against Against None The Board of Directors of the Bank shall Report back on how this has been Implemented at the Latest at the 2022 AGM and thereafter Annually until it has been Fully Implemented

23.2


Vote Summary Report


Telefonaktiebolaget LM Ericsson



Country: Sweden



Ticker: ERIC.B

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction







6


7.1


Mgmt For For For Approve Discharge of Board Chairman Ronnie Leten

7.3a

Mgmt For For For Approve Discharge of Board Member Helena Stjernholm

7.3b

Mgmt For For For Approve Discharge of Board Member Jacob Wallenberg

7.3c

Mgmt For For For Approve Discharge of Board Member Jon Fredrik Baksaas

7.3d

Mgmt For For For Approve Discharge of Board Member Jan Carlson

7.3e

Mgmt For For For Approve Discharge of Board Member Nora Denzel

7.3f

Mgmt For For For Approve Discharge of Board Member Borje Ekholm

7.3g

Mgmt For For For Approve Discharge of Board Member Eric A. Elzvik

7.3h

Mgmt For For For Approve Discharge of Board Member Kurt Jofs 7.3i

Mgmt For For For Approve Discharge of Board Member Kristin S. Rinne

7.3j

Mgmt For For For Approve Discharge of Employee Representative Torbjorn Nyman

7.3k

Mgmt For For For Approve Discharge of Employee Representative Kjell-Ake Soting

7.3l

Mgmt For For For Approve Discharge of Employee Representative Roger Svensson

7.3m

Vote Summary Report


Telefonaktiebolaget LM Ericsson Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Discharge of Deputy Employee Representative Per Holmberg

7.3n

Mgmt For For For Approve Discharge of Deputy Employee Representative Anders Ripa

7.3o

Mgmt For For For Approve Discharge of Deputy Employee Representative Loredana Roslund

7.3p

Mgmt For For For Approve Discharge of President Borje Ekholm 7.3q

Mgmt For For For Approve Allocation of Income and Dividends of SEK 2 Per Share

7.4

Mgmt For For For Determine Number of Directors (10) and Deputy Directors (0) of Board

8

Mgmt For For For Approve Remuneration of Directors in the Amount of SEK 4.2 Million for Chairman and SEK 1.06 Million for Other Directors, Approve Remuneration for Committee Work

9

Mgmt For For For Reelect Jon Fredrik Baksaas as Director 10.1

Mgmt Against Against For Reelect Jan Carlson as Director 10.2

Voting Policy Rationale: A vote FOR candidates Ronnie Leten, Borje Ekholm, Jon Fredrik Baksaas, Nora Denzel, Eric Elzvik, Kurt Jofs, Kristin Rinne and Jacob Wallenberg is warranted due to a lack of concern regarding the suitability of these individuals in particular.A vote AGAINST candidates Jan Carlson and Helena Stjernholm (Items 10.2 and 10.9) is warranted because they are overboarded.

Mgmt For For For Reelect Nora Denzel as Director 10.3

Mgmt For For For Reelect Borje Ekholm as Director 10.4

Mgmt For For For Reelect Eric A. Elzvik as Director 10.5

Mgmt For For For Reelect Kurt Jofs as Director 10.6

Mgmt For For For Reelect Ronnie Leten as Director 10.7

Mgmt For For For Reelect Kristin S. Rinne as Director 10.8

Mgmt For For For Reelect Helena Stjernholm as Director 10.9

Mgmt For For For Reelect Jacob Wallenberg as Director 10.10

Mgmt For For For Reelect Ronnie Leten as Board Chair 11

Mgmt For For For Determine Number of Auditors (1) and Deputy Auditors (0)

12

Mgmt For For For Approve Remuneration of Auditors 13

Mgmt For For For Ratify Deloitte as Auditors 14

Mgmt For For For Amend Articles Re: Editorial Changes; Collecting of Proxies and Postal Voting; Participation at

General Meetings

15

Vote Summary Report


Telefonaktiebolaget LM Ericsson Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Long-Term Variable Compensation Program 2021 (LTV 2021)

16.1

Voting Policy Rationale: A vote AGAINST these items is warranted as the performance period for the operating income metric, which applies to 50 percent of awards, is for a duration of one year.

Mgmt Against Against For Approve Equity Plan Financing of LTV 2021 16.2

Voting Policy Rationale: A vote AGAINST these items is warranted as the performance period for the operating income metric, which applies to 50 percent of awards, is for a duration of one year.

Mgmt Against Against For Approve Alternative Equity Plan Financing of LTV 2021, if Item 16.2 is Not Approved

16.3

Voting Policy Rationale: A vote AGAINST this item is warranted, as it would entail unnecessary additional costs relative to Item 16.2, while lowering the majority requirement compared to the primary financing alternative.

Mgmt For For For Approve Equity Plan Financing of LTV 2020 17

Mgmt For For For Approve Equity Plan Financing of LTV 2018 and

2019 18

CV Check Limited



Country: Australia



Ticker: CV1

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Issuance of Consideration Shares to the Vendors

Mgmt For For For

Mgmt Abstain For For Ratify Past Issuance of 39.33 Million Placement Shares to New and Existing Institutional and

Sophisticated Investors

2

Voter Rationale: as advised by National Australia Bank, the below account is excluded from voting on Resolution 2 & 3 for CV Check Limited (AU000000CV19) due to the participation of the placement.

Voting Policy Rationale: A qualified vote FOR the past issuance of Placement Shares is warranted as the funds from the Placement were used to undertake the acquisition of Bright People Technologies, which is consistent with the company's strategy.Qualified support is based on the significant overall dilutive impact of the Placement (i.e., 21.82 percent as at Feb. 17, 2021).

Mgmt Abstain For For Ratify Past Issuance of 23.70 Million Placement Shares to New and Existing Institutional and Sophisticated Investors

3

Voter Rationale: as advised by National Australia Bank, the below account is excluded from voting on Resolution 2 & 3 for CV Check Limited (AU000000CV19) due to the participation of the placement.

Voting Policy Rationale: A qualified vote FOR the past issuance of Placement Shares is warranted as the funds from the Placement were used to undertake the acquisition of Bright People Technologies, which is consistent with the company's strategy.Qualified support is based on the significant overall dilutive impact of the Placement (i.e., 21.82 percent as at Feb. 17, 2021).

Vote Summary Report


CV Check Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Issuance of Shares to George Cameron-Dow

4

Mgmt For For For Ratify Past Issuance of LM Options to Shaw and Partners Limited and Ashanti Capital Pty Ltd

5

Swisscom AG


Record Date:



Primary Security ID: H8398N104

Ticker: SCMN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Accept Financial Statements and Statutory




CHF 22 per Share 2

Mgmt For For For Approve Discharge of Board and Senior

Management 3

Mgmt For For For Reelect Roland Abt as Director 4.1

Mgmt For For For Reelect Alain Carrupt as Director 4.2

Mgmt For For For Elect Guus Dekkers as Director 4.3

Mgmt For For For Reelect Frank Esser as Director 4.4

Mgmt For For For Reelect Barbara Frei as Director 4.5

Mgmt For For For Reelect Sandra Lathion-Zweifel as Director 4.6

Mgmt For For For Reelect Anna Mossberg as Director 4.7

Mgmt For For For Reelect Michael Rechsteiner as Director 4.8

Mgmt For For For Elect Michael Rechsteiner as Board Chairman 4.9

Mgmt For For For Reappoint Roland Abt as Member of the

Compensation Committee 5.1

Mgmt For For For Reappoint Frank Esser as Member of the


Mgmt For For For Reappoint Barbara Frei as Member of the


Mgmt For For For Appoint Michael Rechsteiner as Member of the


Vote Summary Report


Swisscom AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Reappoint Renzo Simoni as Member of the Compensation Committee

5.5


6.1

Mgmt For For For Approve Remuneration of Executive Committee in the Amount of CHF 8.7 Million

6.2

Mgmt For For For Designate Reber Rechtsanwaelte as Independent Proxy

7

Mgmt For For For Ratify PricewaterhouseCoopers AG as Auditors 8



Swisscom AG


Record Date:



Primary Security ID: H8398N104

Ticker: SCMN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Broadcom Inc.



Country: USA


Primary Security ID: 11135F101

Ticker: AVGO

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Diane M. Bryant Mgmt For For For

Mgmt For For For Elect Director Gayla J. Delly 1b

Mgmt For For For Elect Director Raul J. Fernandez 1c

Mgmt For For For Elect Director Eddy W. Hartenstein 1d

Mgmt For For For Elect Director Check Kian Low 1e

Vote Summary Report


Broadcom Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Justine F. Page 1f

Mgmt For For For Elect Director Henry Samueli 1g

Mgmt For For For Elect Director Hock E. Tan 1h

Mgmt For For For Elect Director Harry L. You 1i


Mgmt Against Against For Amend Omnibus Stock Plan 3

Voting Policy Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:* The plan cost is excessive* The three-year average burn rate is excessive* The plan permits liberal recycling of shares


4

Xilinx, Inc.



Country: USA



Ticker: XLNX

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Advisory Vote on Golden Parachutes 2


Zurich Insurance Group AG


Record Date:



Primary Security ID: H9870Y105

Ticker: ZURN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Accept Financial Statements and Statutory Reports

Mgmt For For For


Mgmt For For For Approve Allocation of Income and Dividends of CHF 20.00 per Share

2

Vote Summary Report


Zurich Insurance Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Discharge of Board and Senior Management

3

Mgmt For For For Reelect Michel Lies as Director and Board Chairman

4.1a

Mgmt For For For Reelect Joan Amble as Director 4.1b

Mgmt For For For Reelect Catherine Bessant as Director 4.1c

Mgmt For For For Reelect Dame Carnwath as Director 4.1d

Mgmt For For For Reelect Christoph Franz as Director 4.1e

Mgmt For For For Reelect Michael Halbherr as Director 4.1f

Mgmt For For For Reelect Jeffrey Hayman as Director (pro-forma vote as Jeffrey Hayman is not available for

appointment)

4.1g

Mgmt For For For Reelect Monica Maechler as Director 4.1h

Mgmt For For For Reelect Kishore Mahbubani as Director 4.1i

Mgmt For For For Reelect Jasmin Staiblin as Director 4.1j

Mgmt For For For Reelect Barry Stowe as Director 4.1k

Mgmt For For For Elect Sabine Keller-Busse as Director 4.1l

Mgmt For For For Reappoint Michel Lies as Member of the Compensation Committee

4.2.1

Mgmt For For For Reappoint Catherine Bessant as Member of the Compensation Committee

4.2.2

Mgmt For For For Reappoint Christoph Franz as Member of the Compensation Committee

4.2.3

Mgmt For For For Reappoint Kishore Mahbubani as Member of the Compensation Committee

4.2.4

Mgmt For For For Reappoint Jasmin Staiblin as Member of the Compensation Committee

4.2.5

Mgmt For For For Appoint Sabine Keller-Busse as Member of the Compensation Committee

4.2.6

Mgmt For For For Designate Keller KLG as Independent Proxy 4.3

Mgmt For For For Ratify Ernst & Young AG as Auditors 4.4


5.1


5.2

Mgmt For For For Approve Extension of Existing Authorized Capital Pool of CHF 4.5 Million with Partial Exclusion of Preemptive Rights and Approve Amendment to Existing Conditional Capital Pool

6

Vote Summary Report


Zurich Insurance Group AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Zurich Insurance Group AG


Record Date:



Primary Security ID: H9870Y105

Ticker: ZURN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Elisa Oyj



Country: Finland


Primary Security ID: X1949T102

Ticker: ELISA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt Call the Meeting to Order 2

Mgmt Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

3

Mgmt Acknowledge Proper Convening of Meeting 4

Mgmt Prepare and Approve List of Shareholders 5


6


7

Mgmt For For For Approve Allocation of Income and Dividends of EUR 1.95 Per Share

8

Mgmt For For For Approve Discharge of Board and President 9

Vote Summary Report


Elisa Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Remuneration Report (Advisory Vote) 10

Voting Policy Rationale: A vote AGAINST this item is warranted because the disclosure level of the vested long-term incentive plan is insufficient.

Mgmt For For For Approve Remuneration of Directors in the Amount of EUR 126,000 for Chairman, EUR 84,000 for Vice Chairman and the Chairman of the Committees, and EUR 69,000 for Other

Directors; Approve Meeting Fees

11

Mgmt For For For Fix Number of Directors at Eights 12

Mgmt For For For Reelect Clarisse Berggardh (Vice Chair), Kim Ignatius, Topi Manner, Eva-Lotta Sjostedt, Seija Turunen, Anssi Vanjoki (Chair) and Antti Vasara as Directors; Elect Maher Chebbo as New

Director

13


Mgmt For For For Ratify KPMG as Auditors 15


Mgmt For For For Approve Issuance of up to 15 Million Shares without Preemptive Rights

17


Nokia Oyj



Country: Finland


Primary Security ID: X61873133

Ticker: NOKIA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt Call the Meeting to Order 2

Mgmt Designate Inspector or Shareholder

Representative(s) of Minutes of Meeting 3

Mgmt Acknowledge Proper Convening of Meeting 4

Mgmt Prepare and Approve List of Shareholders 5

Mgmt Receive Financial Statements and Statutory

Reports 6

Mgmt For For For Accept Financial Statements and Statutory

Reports 7

Vote Summary Report


Nokia Oyj Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Approve Discharge of Board and President 9


Mgmt For For For Approve Remuneration of Directors in the Amount of EUR 440,000 to Chair, EUR 185,000 to Vice Chair and EUR 160,000 to Other Directors; Approve Remuneration for Committee

Work; Approve Meeting Fees

11

Mgmt For For For Fix Number of Directors at Eight 12

Mgmt Against Against For Reelect Sari Baldauf, Bruce Brown, Thomas Dannenfeldt, Jeanette Horan, Edward Kozel, Soren Skou, Carla Smits-Nusteling, and Kari Stadigh as Directors

13

Voting Policy Rationale: A vote AGAINST this proposal is warranted because Kari Stadigh is overboarded.




Mgmt For For For Approve Issuance of up to 550 Million Shares

without Preemptive Rights 17


Synopsys, Inc.



Country: USA



Ticker: SNPS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Aart J. de Geus Mgmt For For For

Mgmt For For For Elect Director Chi-Foon Chan 1b

Mgmt For For For Elect Director Janice D. Chaffin 1c

Mgmt For For For Elect Director Bruce R. Chizen 1d

Mgmt For For For Elect Director Mercedes Johnson 1e

Mgmt For For For Elect Director Chrysostomos L. "Max" Nikias 1f

Mgmt For For For Elect Director Jeannine P. Sargent 1g

Mgmt For For For Elect Director John Schwarz 1h

Vote Summary Report


Synopsys, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Roy Vallee 1i



3


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

5

Voting Policy Rationale: A vote FOR this proposal is warranted as it would enhance the existing shareholder right to call special meetings.

Vestas Wind Systems A/S



Country: Denmark


Primary Security ID: K9773J201

Ticker: VWS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Receive Report of Board Mgmt


Reports 2


DKK 8.45 Per Share 3


Mgmt For For For Approve Remuneration of Directors in the Amount of DKK 1.3 Million for Chairman, DKK 892,500 for Vice Chairman and DKK 446,250 for Other Directors; Approve Remuneration for Committee Work

5

Mgmt For For For Reelect Anders Runevad as Director 6.a

Mgmt For For For Reelect Bert Nordberg as Director 6.b

Mgmt For For For Reelect Bruce Grant as Director 6.c

Mgmt For For For Reelect Eva Merete Sofelde Berneke as Director 6.d

Mgmt For For For Reelect Helle Thorning-Schmidt as Director 6.e

Mgmt For For For Reelect Karl-Henrik Sundstrom as Director 6.f

Mgmt For For For Reelect Lars Josefsson as Director 6.g

Mgmt For For For Elect Kentaro Hosomi as New Director 6.h

Vote Summary Report


Vestas Wind Systems A/S Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Ratify PricewaterhouseCoopers as Auditors 7

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

Board

8.1

Mgmt For For For Amend Articles Re: Change Par Value from DKK 1 to DKK 0.01 or Multiples Thereof

8.2

Mgmt For For For Approve Creation of DKK 20.2 Million Pool of Capital with Preemptive Rights; Approve Creation of DKK 20.2 Million Pool of Capital without Preemptive Rights; Maximum Increase in Share Capital under Both Authorizations up to DKK 20.2 Million

8.3

Mgmt For For For Allow Shareholder Meetings to be Held by Electronic Means Only

8.4

Mgmt For For For Allow Electronic Distribution of Company Communication

8.5

Mgmt For For For Authorize Board to Decide on the Distribution of Extraordinary Dividends

8.6

Mgmt For For For Authorize Share Repurchase Program 8.7

Mgmt For For For Authorize Editorial Changes to Adopted Resolutions in Connection with Registration with

Danish Authorities

9

Mgmt Other Business 10

Telia Co. AB



Country: Sweden



Ticker: TELIA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction







Reports 6


Reports 7

Vote Summary Report


Telia Co. AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


8

Mgmt For For For Approve Discharge of Ingrid Bonde 9.1

Mgmt For For For Approve Discharge of Rickard Gustafson 9.2

Mgmt For For For Approve Discharge of Lars-Johan Jarnheimer 9.3

Mgmt For For For Approve Discharge of Jeanette Jager 9.4

Mgmt For For For Approve Discharge of Olli-Pekka Kallasvuo 9.5

Mgmt For For For Approve Discharge of Nina Linander 9.6

Mgmt For For For Approve Discharge of Jimmy Maymann 9.7

Mgmt For For For Approve Discharge of Anna Settman 9.8

Mgmt For For For Approve Discharge of Olaf Swantee 9.9

Mgmt For For For Approve Discharge of Martin Tiveus 9.10

Mgmt For For For Approve Discharge of Agneta Ahlstrom 9.11

Mgmt For For For Approve Discharge of Stefan Carlsson 9.12

Mgmt For For For Approve Discharge of Hans Gustavsson 9.13

Mgmt For For For Approve Discharge of Martin Saaf 9.14

Mgmt For For For Approve Discharge of Allison Kirkby 9.15

Mgmt For For For Approve Discharge of Christian Luiga 9.16


Mgmt For For For Determine Number of Directors (8) and Deputy Directors (0) of Board

11

Mgmt For For For Approve Remuneration of Directors in the Amount of SEK 1.9 Million to Chair, SEK 900,000 to Vice Chair and SEK 640,000 to Other Directors; Approve Remuneration for Committee

Work

12

Mgmt For For For Reelect Ingrid Bonde as Director 13.1

Mgmt For For For Elect Luisa Delgado as New Director 13.2

Mgmt For For For Reelect Rickard Gustafson as Director 13.3

Mgmt For For For Reelect Lars-Johan Jarnheimer as Director 13.4

Mgmt For For For Reelect Jeanette Jager as Director 13.5

Mgmt For For For Reelect Nina Linander as Director 13.6

Mgmt For For For Reelect Jimmy Maymann as Director 13.7

Mgmt For For For Reelect Martin Tiveus as Director 13.8

Vote Summary Report


Telia Co. AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Reelect Lars-Johan Jarnheimer as Board Chair 14.1

Mgmt For For For Elect Ingrid Bonde as Vice Chair 14.2


15



Mgmt For For For Approve Nominating Committee Procedures 18


19

Mgmt For For For Approve Performance Share Program 2021/2024 for Key Employees

20.a

Mgmt For For For Approve Equity Plan Financing Through Transfer of Shares

20.b

Mgmt Shareholder Proposals Submitted by Oliver Brown

SH Against Against Against Approve 1:3 Reverse Stock Split 21

Mgmt Shareholder Proposal Submitted by Carl Axel Bruno

SH Against Against Against Company Shall Review its Routines around that Letters Shall be Answered within Two Months

from the Date of Receipt

22

IQVIA Holdings Inc.



Country: USA



Ticker: IQV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Ari Bousbib Mgmt For For For

Mgmt Withhold Withhold For Elect Director John M. Leonard 1.2

Voting Policy Rationale: WITHHOLD votes are warranted for the compensation committee member Todd Sisitsky in the absence of say-on-pay proposal on the ballot. Following last year's failed say-on-pay vote, the company engaged with shareholders, disclosed their specific concerns regarding the pay programs, and made changes to the programs to address those issues. Further, STI payouts are primarily based on objective goals with improved disclosure and LTI awards are targeted to be half performance-based with multi-year goals. However, the relative TSR metric is not particularly rigorous, the CEO's base salary and bonus target remain relatively high, and the COVID-19 related adjustment to closing-cycle performance shares increased the payouts, which is generally not viewed as appropriate by shareholders.WITHHOLD votes for incumbent Nominating Committee members John Leonard and Todd Sisitsky are warranted for lack of diversity on the board.A vote FOR Ari Bousbib is warranted.

Vote Summary Report


IQVIA Holdings Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Todd B. Sisitsky 1.3

Voting Policy Rationale: WITHHOLD votes are warranted for the compensation committee member Todd Sisitsky in the absence of say-on-pay proposal on the ballot. Following last year's failed say-on-pay vote, the company engaged with shareholders, disclosed their specific concerns regarding the pay programs, and made changes to the programs to address those issues. Further, STI payouts are primarily based on objective goals with improved disclosure and LTI awards are targeted to be half performance-based with multi-year goals. However, the relative TSR metric is not particularly rigorous, the CEO's base salary and bonus target remain relatively high, and the COVID-19 related adjustment to closing-cycle performance shares increased the payouts, which is generally not viewed as appropriate by shareholders.WITHHOLD votes for incumbent Nominating Committee members John Leonard and Todd Sisitsky are warranted for lack of diversity on the board.A vote FOR Ari Bousbib is warranted.

Mgmt One Year One Year None Advisory Vote on Say on Pay Frequency 2

Mgmt For For For Eliminate Supermajority Vote Requirement to Amend Bylaws

3a

Mgmt For For For Eliminate Supermajority Vote Requirement for Removal of Directors

3b


The Bank of New York Mellon Corporation



Country: USA



Ticker: BK

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Linda Z. Cook Mgmt For For For

Mgmt For For For Elect Director Joseph J. Echevarria 1b

Mgmt For For For Elect Director Thomas P. "Todd" Gibbons 1c

Mgmt For For For Elect Director M. Amy Gilliland 1d

Mgmt For For For Elect Director Jeffrey A. Goldstein 1e

Mgmt For For For Elect Director K. Guru Gowrappan 1f

Mgmt For For For Elect Director Ralph Izzo 1g

Mgmt For For For Elect Director Edmund F. "Ted" Kelly 1h

Mgmt For For For Elect Director Elizabeth E. Robinson 1i

Mgmt For For For Elect Director Samuel C. Scott, III 1j

Mgmt For For For Elect Director Frederick O. Terrell 1k

Mgmt For For For Elect Director Alfred W. "AI" Zollar 1l

Vote Summary Report


The Bank of New York Mellon Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


2


SH For For Against Reduce Ownership Threshold for Shareholders to Request Action by Written Consent

4

Voting Policy Rationale: A vote FOR this proposal is warranted. A reduction in the ownership threshold required to request a record date to initiate written consent would provide for a more meaningful written consent right for shareholders.

Geberit AG


Record Date:



Primary Security ID: H2942E124

Ticker: GEBN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction




CHF 11.40 per Share 2

Mgmt For For For Approve Discharge of Board of Directors 3

Mgmt For For For Reelect Albert Baehny as Director and Board

Chairman 4.1.1

Mgmt For For For Reelect Felix Ehrat as Director 4.1.2

Mgmt For For For Reelect Werner Karlen as Director 4.1.3

Mgmt For For For Reelect Bernadette Koch as Director 4.1.4

Mgmt For For For Reelect Eunice Zehnder-Lai as Director 4.1.5

Mgmt For For For Elect Thomas Bachmann as Director 4.1.6

Mgmt For For For Reappoint Werner Karlen as Member of the

Compensation Committee 4.2.1

Mgmt For For For Reappoint Eunice Zehnder-Lai as Member of the


Mgmt For For For Appoint Thomas Bachmann as Member of the


Mgmt For For For Designate Roger Mueller as Independent Proxy 5

Mgmt For For For Ratify PricewaterhouseCoopers AG as Auditors 6


Vote Summary Report


Geberit AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


7.2


7.3

Mgmt For For For Approve CHF 116,709 Reduction in Share Capital as Part of the Share Buyback Program

via Cancellation of Repurchased Shares

8



Geberit AG


Record Date:



Primary Security ID: H2942E124

Ticker: GEBN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Royal KPN NV





Primary Security ID: N4297B146

Ticker: KPN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

Annual Meeting Agenda Mgmt

Mgmt Open Meeting and Announcements 1

Mgmt Receive Report of Management Board (Non-Voting)

2

Mgmt For For For Adopt Financial Statements 3


Mgmt Receive Explanation on Company's Reserves and Dividend Policy

5

Vote Summary Report


Royal KPN NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Dividends of EUR 0.13 Per Share 6

Mgmt For For For Approve Discharge of Management Board 7

Mgmt For For For Approve Discharge of Supervisory Board 8

Mgmt For For For Ratify Ernst & Young Accountants LLP as Auditors

9

Mgmt Opportunity to Make Recommendations 10

Mgmt For For For Elect E.J.C. Overbeek to Supervisory Board 11

Mgmt For For For Elect G.J.A. van de Aast to Supervisory Board 12

Mgmt Announce Vacancies on the Supervisory Board 13

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

14

Mgmt For For For Approve Reduction in Share Capital through Cancellation of Shares

15

Mgmt For For For Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital

16

Mgmt For For For Authorize Board to Exclude Preemptive Rights from Share Issuances

17

Mgmt Other Business (Non-Voting) 18


Smith & Nephew Plc






Ticker: SN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction





Mgmt For For For Re-elect Roland Diggelmann as Director 4

Mgmt Against Against For Re-elect Erik Engstrom as Director 5

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Roberto Quarta, Robin Freestone, Erik Engstrom and Marc Owen are warranted for lack of diversity on the board.Votes FOR the remaining director nominees are warranted.

Vote Summary Report


Smith & Nephew Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Re-elect Robin Freestone as Director 6


Mgmt For For For Elect John Ma as Director 7

Mgmt For For For Elect Katarzyna Mazur-Hofsaess as Director 8

Mgmt For For For Elect Rick Medlock as Director 9

Mgmt For For For Elect Anne-Francoise Nesmes as Director 10

Mgmt Against Against For Re-elect Marc Owen as Director 11


Mgmt Against Against For Re-elect Roberto Quarta as Director 12


Mgmt For For For Re-elect Angie Risley as Director 13

Mgmt For For For Elect Bob White as Director 14





Rights 18


19








Country: Bermuda



Ticker: MRVL

Vote Summary Report



Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Reduce Supermajority Vote Requirement to

Approve Merger Mgmt For For For

Mgmt For For For Approve Merger Agreement 2


Owens Corning



Country: USA



Ticker: OC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Brian D. Chambers Mgmt For For For

Mgmt For For For Elect Director Eduardo E. Cordeiro 1b

Mgmt For For For Elect Director Adrienne D. Elsner 1c

Mgmt For For For Elect Director Alfred E. Festa 1d

Mgmt For For For Elect Director Edward F. Lonergan 1e

Mgmt For For For Elect Director Maryann T. Mannen 1f

Mgmt For For For Elect Director Paul E. Martin 1g

Mgmt For For For Elect Director W. Howard Morris 1h

Mgmt For For For Elect Director Suzanne P. Nimocks 1i

Mgmt For For For Elect Director John D. Williams 1j



3

CNP Assurances SA



Country: France


Primary Security ID: F1876N318

Ticker: CNP

Vote Summary Report


CNP Assurances SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Reports 1


Statutory Reports 2



Mgmt For For For Approve Transaction with La Banque Postale Re:

Partnership Agreement 4

Mgmt For For For Approve Transaction with Ostrum AM Re:

Management of Securities Portfolios 5

Mgmt For For For Approve Transaction with LBPAM Re:

Management of High Yield Securities Portfolios 6

Mgmt For For For Approve Transaction with LBPAM Re: Transfer of

Management Mandate to Ostrum AM 7

Mgmt For For For Approve Transaction with la Caisse des Depots et Consignations Re: Forest Management Mandates

8

Mgmt For For For Approve Transaction with la Caisse des Depots et Consignations Re: Acquisition of Assets in Orange Concessions

9




the Board 11

Mgmt For For For Approve Remuneration policy of CEO 12



Officers 14

Mgmt For For For Approve Compensation of Jean Paul Faugere,


Mgmt For For For Approve Compensation of Veronique Weill,


Mgmt For For For Approve Compensation of CEO 17

Vote Summary Report


CNP Assurances SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Ratify Appointment of La Banque Postale as Director

18

Voting Policy Rationale: * Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 24-26);* Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (17.6 percent vs 33.3 percent recommended) (Items 18-23);* A Vote AGAINST the (re)election of Perrine Kaltwasser as non-independent nominee is warranted given the lack of independence at the audit committee (Item 19); and* A Vote AGAINST the (re)election of Philippe Heim as non-independent nominee is warranted given the lack of independence at the remuneration committee (Item 20).

Mgmt Against Against For Reelect La Banque Postale as Director 19


Mgmt Against Against For Ratify Appointment of Philippe Heim as Director 20


Mgmt Against Against For Reelect Yves Brassart as Director 21


Mgmt Against Against For Ratify Appointment Nicolas Eyt as Director 22


Mgmt Against Against For Reelect Nicolat Eyt as Director 23


Mgmt For For For Ratify Appointment of Veronique Weill as Director

24

Mgmt For For For Reelect Veronique Weill as Director 25

Mgmt For For For Reelect Rose Marie Lerberghe as Director 26

Vote Summary Report


CNP Assurances SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


27


Mgmt Against Against For Authorize up to 0,5 Percent of Issued Capital for Use in Restricted Stock Plans

28

Voting Policy Rationale: A vote AGAINST this resolution is warranted because:* No information is available on the existence of performance conditions;* The vesting period is not sufficiently long-term oriented; and* The performance period is not disclosed.

Mgmt For For For Amend Article 1 of Bylaws Re: Corporate Purpose

29

Mgmt For For For Amend Articles 23 and 26 of Bylaws to Comply with Legal Changes

30


31

Swiss Re AG


Record Date:



Primary Security ID: H8431B109

Ticker: SREN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Approve Remuneration Report Mgmt For For For


Reports 1.2


CHF 5.90 per Share 2

Mgmt For For For Approve Variable Short-Term Remuneration of Executive Committee in the Amount of CHF 15.1 Million

3


Mgmt For For For Reelect Sergio Ermotti as Director and Board

Chairman 5.1.a

Mgmt For For For Reelect Raymond Ch'ien as Director 5.1.b

Mgmt For For For Reelect Renato Fassbind as Director 5.1.c

Mgmt For For For Reelect Karen Gavan as Director 5.1.d

Mgmt For For For Reelect Joachim Oechslin as Director 5.1.e

Mgmt For For For Reelect Deanna Ong as Director 5.1.f

Mgmt For For For Reelect Jay Ralph as Director 5.1.g

Vote Summary Report


Swiss Re AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Reelect Joerg Reinhardt as Director 5.1.h

Mgmt For For For Reelect Philip Ryan as Director 5.1.i

Mgmt For For For Reelect Paul Tucker as Director 5.1.j

Mgmt For For For Reelect Jacques de Vaucleroy as Director 5.1.k

Mgmt For For For Reelect Susan Wagner as Director 5.1.l

Mgmt For For For Reelect Larry Zimpleman as Director 5.1.m

Mgmt For For For Reappoint Raymond Ch'ien as Member of the Compensation Committee

5.2.1

Mgmt For For For Reappoint Renato Fassbind as Member of the Compensation Committee

5.2.2

Mgmt For For For Reappoint Karen Gavan as Member of the Compensation Committee

5.2.3

Mgmt For For For Reappoint Joerg Reinhardt as Member of the Compensation Committee

5.2.4

Mgmt For For For Reappoint Jacques de Vaucleroy as Member of the Compensation Committee

5.2.5

Mgmt For For For Designate Proxy Voting Services GmbH as Independent Proxy

5.3

Mgmt For For For Ratify KPMG as Auditors 5.4


6.1

Mgmt For For For Approve Fixed and Variable Long-Term Remuneration of Executive Committee in the

Amount of CHF 36.5 Million

6.2

Mgmt For For For Approve Renewal of CHF 8.5 Million Pool of Authorized Share Capital with Partial Exclusion

of Preemptive Rights

7



Swiss Re AG


Record Date:



Primary Security ID: H8431B109

Ticker: SREN

Vote Summary Report


Swiss Re AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Adobe Inc.



Country: USA



Ticker: ADBE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Amy Banse Mgmt For For For

Mgmt For For For Elect Director Melanie Boulden 1b

Mgmt For For For Elect Director Frank Calderoni 1c

Mgmt For For For Elect Director James Daley 1d

Mgmt For For For Elect Director Laura Desmond 1e

Mgmt For For For Elect Director Shantanu Narayen 1f

Mgmt For For For Elect Director Kathleen Oberg 1g

Mgmt For For For Elect Director Dheeraj Pandey 1h

Mgmt For For For Elect Director David Ricks 1i

Mgmt For For For Elect Director Daniel Rosensweig 1j

Mgmt For For For Elect Director John Warnock 1k




4

Northern Trust Corporation



Country: USA



Ticker: NTRS

Vote Summary Report


Northern Trust Corporation

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Linda Walker Bynoe Mgmt For For For

Mgmt For For For Elect Director Susan Crown 1b

Mgmt For For For Elect Director Dean M. Harrison 1c

Mgmt For For For Elect Director Jay L. Henderson 1d

Mgmt For For For Elect Director Marcy S. Klevorn 1e

Mgmt For For For Elect Director Siddharth N. (Bobby) Mehta 1f

Mgmt For For For Elect Director Michael G. O'Grady 1g

Mgmt For For For Elect Director Jose Luis Prado 1h

Mgmt For For For Elect Director Thomas E. Richards 1i

Mgmt For For For Elect Director Martin P. Slark 1j

Mgmt For For For Elect Director David H. B. Smith, Jr. 1k

Mgmt For For For Elect Director Donald Thompson 1l

Mgmt For For For Elect Director Charles A. Tribbett, III 1m




VERBUND AG



Country: Austria


Primary Security ID: A91460104

Ticker: VER

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports for Fiscal Year 2020 (Non-Voting)

Mgmt

Mgmt For For For Approve Allocation of Income and Dividends of EUR 0.75 per Share

2

Mgmt For For For Approve Discharge of Management Board for Fiscal Year 2020

3

Mgmt For For For Approve Discharge of Supervisory Board for Fiscal Year 2020

4

Vote Summary Report


VERBUND AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Ratify Deloitte as Auditors for Fiscal Year 2021 5


Mgmt For For For Approve Remuneration of Supervisory Board Members

7

Mgmt Against Against None New/Amended Proposals from Shareholders 8.1

Mgmt Against Against None New/Amended Proposals from Management and Supervisory Board

8.2

Dexus



Country: Australia



Ticker: DXS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Unstapling of the Units in DXO, DDF, DIT and DOT Pursuant to Each of Their Constitutions

Mgmt For For For

Mgmt For For For Approve Amendments to the Constitutions 2

Mgmt For For For Approve Simplification for All Purposes 3

Humana Inc.



Country: USA



Ticker: HUM

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Kurt J. Hilzinger Mgmt For For For

Mgmt For For For Elect Director Raquel C. Bono 1b

Mgmt For For For Elect Director Bruce D. Broussard 1c

Mgmt For For For Elect Director Frank A. D'Amelio 1d

Mgmt For For For Elect Director Wayne A. I. Frederick 1e

Mgmt For For For Elect Director John W. Garratt 1f

Vote Summary Report


Humana Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director David A. Jones, Jr. 1g

Mgmt For For For Elect Director Karen W. Katz 1h

Mgmt For For For Elect Director Marcy S. Klevorn 1i

Mgmt For For For Elect Director William J. McDonald 1j

Mgmt For For For Elect Director Jorge S. Mesquita 1k

Mgmt For For For Elect Director James J. O'Brien 1l

Mgmt For For For Elect Director Marissa T. Peterson 1m




3

Littelfuse, Inc.



Country: USA



Ticker: LFUS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Kristina A. Cerniglia Mgmt For For For

Mgmt For For For Elect Director Tzau-Jin Chung 1b

Mgmt For For For Elect Director Cary T. Fu 1c

Mgmt For For For Elect Director Maria C. Green 1d

Mgmt For For For Elect Director Anthony Grillo 1e

Mgmt For For For Elect Director David W. Heinzmann 1f

Mgmt For For For Elect Director Gordon Hunter 1g

Mgmt For For For Elect Director William P. Noglows 1h

Mgmt For For For Elect Director Nathan Zommer 1i



Mgmt For For For Ratify Grant Thornton LLP as Auditors 3

Vote Summary Report


RELX Plc





Primary Security ID: G7493L105

Ticker: REL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For




Mgmt For For For Authorise the Audit Committee to Fix Remuneration of Auditors

5

Mgmt For For For Elect Paul Walker as Director 6

Mgmt For For For Elect June Felix as Director 7

Mgmt For For For Re-elect Erik Engstrom as Director 8

Mgmt For For For Re-elect Wolfhart Hauser as Director 9

Mgmt For For For Re-elect Charlotte Hogg as Director 10

Mgmt For For For Re-elect Marike van Lier Lels as Director 11

Mgmt For For For Re-elect Nick Luff as Director 12

Mgmt For For For Re-elect Robert MacLeod as Director 13

Mgmt For For For Re-elect Linda Sanford as Director 14

Mgmt For For For Re-elect Andrew Sukawaty as Director 15

Mgmt For For For Re-elect Suzanne Wood as Director 16



18



19



21

Taylor Wimpey Plc






Ticker: TW

Vote Summary Report


Taylor Wimpey Plc

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction




Mgmt For For For Re-elect Irene Dorner as Director 3

Mgmt For For For Re-elect Pete Redfern as Director 4

Mgmt For For For Re-elect Chris Carney as Director 5

Mgmt For For For Re-elect Jennie Daly as Director 6

Mgmt For For For Re-elect Gwyn Burr as Director 7

Mgmt For For For Re-elect Angela Knight as Director 8

Mgmt For For For Re-elect Robert Noel as Director 9

Mgmt For For For Re-elect Humphrey Singer as Director 10

Mgmt For For For Elect Lord Jitesh Gadhia as Director 11

Mgmt For For For Elect Scilla Grimble as Director 12

Mgmt For For For Appoint PricewaterhouseCoopers LLP as

Auditors 13





Rights 16


17



Mgmt For For For Authorise UK Political Donations and

Expenditure 20




Tele2 AB



Country: Sweden



Ticker: TEL2.B

Vote Summary Report


Tele2 AB

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Designate Ossian Ekdahl as Inspector of


Mgmt For For For Designate Jan Sarlvik as Inspector of Minutes of

Meeting 2.2





Reports 6


Reports 7

Mgmt For For For Approve Allocation of Income and Ordinary

Dividends of SEK 6 Per Share 8

Mgmt For For For Approve Discharge of Carla Smits-Nusteling 9a

Mgmt For For For Approve Discharge of Andrew Barron 9b

Mgmt For For For Approve Discharge of Anders Bjorkman 9c

Mgmt For For For Approve Discharge of Georgi Ganev 9d

Mgmt For For For Approve Discharge of Cynthia Gordon 9e

Mgmt For For For Approve Discharge of Eva Lindqvist 9f

Mgmt For For For Approve Discharge of Lars-Ake Norling 9g

Mgmt For For For Approve Discharge of Anders Nilsson (CEO) 9h

Mgmt For For For Approve Discharge of Kjell Johnsen (CEO) 9i

Mgmt For For For Determine Number of Members (7) and Deputy

Members of Board 10

Mgmt For For For Approve Remuneration of Directors in the

Aggregate Amount of SEK 6.6 Million 11a

Mgmt For For For Approve Remuneration of Auditors 11b

Mgmt For For For Reelect Andrew Barron as Director 12a

Mgmt For For For Elect Stina Bergfors as New Director 12b

Mgmt For For For Reelect Georgi Ganev as Director 12c

Mgmt For For For Elect Sam Kini as New Director 12d

Mgmt For For For Reelect Eva Lindqvist as Director 12e

Mgmt For For For Reelect Lars-Ake Norling as Director 12f

Vote Summary Report


Tele2 AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Reelect Carla Smits-Nusteling as Director 12g

Mgmt For For For Reelect Carla Smits-Nusteling as Board Chairman

13

Mgmt For For For Determine Number of Auditors and Deputy Auditors

14a

Mgmt For For For Ratify Deloitte as Auditors 14b


Mgmt For For For Approve Performance Share Matching Plan LTI 2021

16a

Mgmt For For For Approve Equity Plan Financing Through Issuance of Class C Shares

16b

Mgmt For For For Approve Equity Plan Financing Through Repurchase of Class C Shares

16c

Mgmt For For For Approve Equity Plan Financing Through Transfer of Class B Shares to Participants

16d

Mgmt For For For Approve Equity Plan Financing Through Reissuance of Class B Shares

16e

Mgmt Against Against For Authorize Share Swap Agreement 16f

Voting Policy Rationale: A vote AGAINST this item is warranted, as it would entail unnecessary additional costs relative to Item 16d, while lowering the majority requirement compared to the primary financing alternative.


Mgmt Shareholder Proposals Submitted by Martin Green

SH Against Against None Investigate if Current Board Members and Leadership Team Fulfil Relevant Legislative and Regulatory Requirements, as well as the Demands of the Public Opinions' Ethical Values

18a

SH Against Against None In the Event that the Investigation Clarifies that there is Need, Relevant Measures Shall be Taken to Ensure that the Requirements are Fulfilled

18b

SH Against Against None The Investigation and Any Measures Should be Presented as soon as possible, however Not

Later than AGM 2022

18c

Mgmt Shareholder Proposals Submitted by Thomas Ahlin

SH Against Against None Give Full Compensation to Private Customers who have Lost their Pool of Phone Call

19a

SH Against Against None Instruct the Executive Management to Prepare a Code of Conduct for the Customer Service

Department,

19b


Vote Summary Report


Telefonica SA



Country: Spain



Ticker: TEF

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Approve Consolidated and Standalone Financial Statements

Mgmt For For For

Mgmt For For For Approve Non-Financial Information Statement 1.2

Mgmt For For For Approve Discharge of Board 1.3


Mgmt For For For Renew Appointment of PricewaterhouseCoopers as Auditor

3

Mgmt Against Against For Reelect Jose Maria Alvarez-Pallete Lopez as Director

4.1

Voting Policy Rationale: A vote AGAINST the reelection of Jose Maria Alvarez-Pallete Lopez under Item 4.1 is warranted because he is not proposed for interim term only and the company has failed to disclose any plans to separate CEO and chairman positions in the near term.A vote FOR Item 4.2 is warranted due to a lack of concerns about the independent director nominee.A vote FOR the reelection of BBVA representative Ignacio Moreno under Item 4.3 is warranted, although BBVA is overrepresented on the board.A vote AGAINST the reelection of I-NED Francisco Riberas under Item 4.4 is warranted, as he holds an excessive number of directorships in listed companies.

Mgmt For For For Reelect Carmen Garcia de Andres as Director 4.2

Mgmt For For For Reelect Ignacio Moreno Martinez as Director 4.3

Mgmt Against Against For Reelect Francisco Jose Riberas Mera as Director 4.4

Voting Policy Rationale: A vote AGAINST the reelection of Jose Maria Alvarez-Pallete Lopez under Item 4.1 is warranted because he is not proposed for interim term only and the company has failed to disclose any plans to separate CEO and chairman positions in the near term.A vote FOR Item 4.2 is warranted due to a lack of concerns about the independent director nominee.A vote FOR the reelection of BBVA representative Ignacio Moreno under Item 4.3 is warranted, although BBVA is overrepresented on the board.A vote AGAINST the reelection of I-NED Francisco Riberas under Item 4.4 is warranted, as he holds an excessive number of directorships in listed companies.

Mgmt For For For Approve Reduction in Share Capital via

Amortization of Treasury Shares 5

Mgmt For For For Approve Scrip Dividends 6.1

Mgmt For For For Approve Scrip Dividends 6.2

Mgmt For For For Amend Articles Re: Allow Shareholder Meetings

to be Held in Virtual-Only Format 7.1

Mgmt For For For Amend Articles Re: Possibility of Granting Proxies and Casting Votes Prior to the Meeting by Telephone

7.2

Mgmt For For For Amend Articles of General Meeting Regulations Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

8.1

Vote Summary Report


Telefonica SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Amend Articles of General Meeting Regulations Re: Possibility of Granting Proxies and Casting

Votes Prior to the Meeting by Telephone

8.2




11


Veolia Environnement SA



Country: France


Primary Security ID: F9686M107

Ticker: VIE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Reports 1


Statutory Reports 2

Mgmt For For For Approve Non-Deductible Expenses 3





Mgmt For For For Reelect Caisse des Depots et Consignations as

Director 6

Mgmt For For For Reelect Marion Guillou as Director 7

Mgmt For For For Elect Pierre-Andre de Chalendar as Director 8

Vote Summary Report


Veolia Environnement SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Amendment of the Economic Performance Criterion Related to the Acquisition of Performance Shares Allocated to the Chairman and CEO under Plan No. 1

9

Voting Policy Rationale: A vote AGAINST Item 9 is warranted since the neutralization of FY2020 would enable a total acquisition of shares under plan n. 1. The proposed adjustment would completely erase the effects of the Covid-19 crisis for the 2018 LTI plan, which would therefore be in disconnection with the company's performance and shareholders' interests.QUALIFIED FOR Items 10 and 11 are warranted since the proposed adjustment would partly erase the effects of the Covid-19 crisis for the 2019 and 2020 LTI plans.This negative feature is mitigated by the following reasons:* The company still needs to manage the recovery process in 2021 and 2022; and* The negative features are mitigated by the decrease of LTI grants and the presence of other performance criteria.

Mgmt For For For Approve Amendment of the Economic Performance Criterion Related to the Acquisition of Performance Shares Allocated to the Chairman and CEO under Plan No. 2

10

Mgmt For For For Approve Amendment of the Economic Performance Criterion Related to the Acquisition of Performance Shares Allocated to the Chairman and CEO under Plan No. 3

11

Mgmt Against Against For Approve Compensation of Antoine Frerot, Chairman and CEO

12

Voting Policy Rationale: A vote AGAINST this remuneration report is warranted because:* The bonus' financial quantitative criteria are assessed under the revised objectives of July 30, 2020 but the company did not provide any use of discretion in the 2020 remuneration policy or any subsequent rationale. The bonus outcome is not consistent with the company's performance as the effects of the Covid-19 crisis on the bonus payout are not reflected. This falls short markets standards as it contravenes to the alignment between pay and performance; and* The proposed adjustment under the 2018 LTI plan proposed under Item 9 above would enable a total acquisition of shares under plan n. 1. erasing again the effects of the Covid-19 crisis. The long-term remuneration under this plan would therefore be in disconnection with the company's performance and shareholders' interests.

Mgmt For For For Approve Compensation of Corporate Officers 13

Mgmt For For For Approve Remuneration Policy of Chairman and CEO

14

Mgmt For For For Approve Remuneration Policy of Corporate Officers

15


16


Mgmt For For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 868 Million

17

Mgmt For For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 868 Million

18

Mgmt For For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 17

and 18

19

Vote Summary Report


Veolia Environnement SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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

20

Mgmt For For For Approve Issuance of Equity or Equity-Linked Securities Reserved for Employees and Corporate Officers, up to Aggregate Nominal Amount of EUR 17,358,340

21

Mgmt For For For Authorize up to 0.5 Percent of Issued Capital for Use in Restricted Stock Plans

22

Mgmt For For For Amend Article 11 of Bylaws Re: Employee Representative

23

Mgmt For For For Amend Article 11.2 of Bylaws Re: Board Composition

24


25

CapitaLand Ltd.


Record Date:

Country: Singapore



Ticker: C31

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Adopt Financial Statements and Directors' and

Auditors' Reports Mgmt For For For

Mgmt For For For Approve First and Final Dividend 2

Mgmt For For For Approve Directors' Remuneration 3

Mgmt For For For Elect Anthony Lim Weng Kin as Director 4a

Mgmt For For For Elect Goh Swee Chen as Director 4b

Mgmt For For For Elect Stephen Lee Ching Yen as Director 4c

Mgmt For For For Approve KPMG LLP as Auditors and Authorize

Board to Fix Their Remuneration 5

Mgmt For For For Approve Issuance of Equity or Equity-Linked

Securities with or without Preemptive Rights 6

Mgmt For For For Approve Grant of Awards and Issuance of Shares Under the CapitaLand Performance Share Plan 2020 and CapitaLand Restricted

Share Plan 2020

7


Vote Summary Report


CapitaLand Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Stephen Lee Ching Yen to Continue Office as an Independent Director Pursuant to Rule 210(5)(d)(iii)(A) of the Listing Manual of the SGX-ST

9

Mgmt For For For Approve Stephen Lee Ching Yen to Continue Office as an Independent Director Pursuant to Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-ST

10

MSCI Inc.



Country: USA


Primary Security ID: 55354G100

Ticker: MSCI

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Henry A. Fernandez Mgmt For For For

Mgmt For For For Elect Director Robert G. Ashe 1b

Mgmt For For For Elect Director Wayne Edmunds 1c

Mgmt For For For Elect Director Catherine R. Kinney 1d

Mgmt For For For Elect Director Jacques P. Perold 1e

Mgmt For For For Elect Director Sandy C. Rattray 1f

Mgmt For For For Elect Director Linda H. Riefler 1g

Mgmt For For For Elect Director Marcus L. Smith 1h

Mgmt For For For Elect Director Paula Volent 1i




Ameriprise Financial, Inc.



Country: USA



Ticker: AMP

Vote Summary Report


Ameriprise Financial, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director James M. Cracchiolo Mgmt For For For

Mgmt For For For Elect Director Dianne Neal Blixt 1b

Mgmt For For For Elect Director Amy DiGeso 1c

Mgmt For For For Elect Director Lon R. Greenberg 1d

Mgmt For For For Elect Director Jeffrey Noddle 1e

Mgmt For For For Elect Director Robert F. Sharpe, Jr. 1f

Mgmt For For For Elect Director Brian T. Shea 1g

Mgmt For For For Elect Director W. Edward Walter, III 1h

Mgmt For For For Elect Director Christopher J. Williams 1i




Assa Abloy AB



Country: Sweden


Primary Security ID: W0817X204

Ticker: ASSA.B

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Designate Johan Hjertonsson as Inspector of Minutes of Meeting

2a

Mgmt For For For Designate Liselott Ledin as Inspector of Minutes of Meeting

2b





6a

Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive

Management

6b

Vote Summary Report


Assa Abloy AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


7a


7b

Mgmt For For For Approve Discharge of Board Chairman Lars Renstrom

7c.1

Mgmt For For For Approve Discharge of Carl Douglas 7c.2

Mgmt For For For Approve Discharge of Eva Karlsson 7c.3

Mgmt For For For Approve Discharge of Birgitta Klasen 7c.4

Mgmt For For For Approve Discharge of Lena Olving 7c.5

Mgmt For For For Approve Discharge of Sofia Schorling Hogberg 7c.6

Mgmt For For For Approve Discharge of Jan Svensson 7c.7

Mgmt For For For Approve Discharge of Joakim Weidemanis 7c.8

Mgmt For For For Approve Discharge of Employee Representative Rune Hjalm

7c.9

Mgmt For For For Approve Discharge of Employee Representative Mats Persson

7c.10

Mgmt For For For Approve Discharge of Employee Representative Bjarne Johansson

7c.11

Mgmt For For For Approve Discharge of Employee Representative Nadja Wikstrom

7c.12

Mgmt For For For Approve Discharge of President Nico Delvaux 7c.13

Mgmt For For For Determine Number of Members (8) and Deputy Members (0) of Board

8

Mgmt For For For Approve Remuneration of Directors in the Amount of SEK 2.7 million for Chairman, SEK 1 Million for Vice Chairman and SEK 800,000 for Other Directors; Approve Remuneration for

Committee Work

9a

Mgmt For For For Approve Remuneration of Auditors 9b

Mgmt Against Against For Reelect Lars Renstrom (Chairman), Carl Douglas (Vice Chair), Eva Karlsson, , Lena Olving, Sofia Schorling Hogberg and Joakim Weidemanis as Directors; Elect Johan Hjertonsson and Susanne

Pahlen Aklundh as New Directors

10

Voting Policy Rationale: A vote AGAINST this bundled proposal is warranted due to:* Insufficient independence among the board members;* One of the proposed directors is considered overboarded as per Social Advisory Services' guidelines.

Mgmt For For For Ratify Ernst & Young as Auditors 11


Mgmt For For For Authorize Class B Share Repurchase Program and Reissuance of Repurchased Shares

13

Vote Summary Report


Assa Abloy AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Performance Share Matching Plan LTI 2021

14

Voting Policy Rationale: A vote AGAINST this item is warranted as the proposed annual performance period falls below three years and the performance targets of the plan have not been disclosed.

Eaton Corporation plc



Country: Ireland



Ticker: ETN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Craig Arnold Mgmt For For For

Mgmt For For For Elect Director Christopher M. Connor 1b

Mgmt For For For Elect Director Olivier Leonetti 1c

Mgmt For For For Elect Director Deborah L. McCoy 1d

Mgmt For For For Elect Director Silvio Napoli 1e

Mgmt For For For Elect Director Gregory R. Page 1f

Mgmt For For For Elect Director Sandra Pianalto 1g

Mgmt For For For Elect Director Lori J. Ryerkerk 1h

Mgmt For For For Elect Director Gerald B. Smith 1i

Mgmt For For For Elect Director Dorothy C. Thompson 1j

Mgmt For For For Approve Ernst & Young LLP as Auditors and

Authorize Board to Fix Their Remuneration 2



Mgmt For For For Authorize Issue of Equity with Pre-emptive

Rights 4

Mgmt For For For Authorize Issue of Equity without Pre-emptive

Rights 5

Mgmt For For For Authorize Share Repurchase of Issued Share

Capital 6

Getlink SE



Country: France


Primary Security ID: F4R053105

Ticker: GET

Vote Summary Report


Getlink SE

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Reports 1

Mgmt For For For Approve Treatment of Losses and Dividends of



Statutory Reports 3





Mgmt For For For Ratify Appointment of Carlo Bertazzo as Director 6

Mgmt For For For Elect Yann Leriche as Director 7

Mgmt For For For Approve Amendment of Remuneration Policy of

CEO Re: FY 2020 8

Mgmt For For For Approve Amendment of Remuneration Policy of

Chairman and CEO Re: FY 2020 9


Mgmt For For For Approve Compensation of Jacques Gounon, Chairman and CEO Re: First Semester of the Fiscal Year

11

Mgmt For For For Approve Compensation of Yann Leriche, CEO

Re: Second Semester of the Fiscal Year 12

Mgmt For For For Approve Compensation of Jacques Gounon, Chairman of the Board Re: Second Semester of the Fiscal Year

13

Mgmt For For For Approve Compensation of Francois Gauthey,

Vice-CEO 14

Mgmt For For For Approve Remuneration Policy of Corporate

Officers 15



the Board 17


Mgmt For For For Authorize up to 370,000 Shares for Use in

Restricted Stock Plans 18

Mgmt For For For Authorize up to 300,000 Shares for Use in Restricted Stock Plans Reserved for Employees and Corporate Officers With Performance Conditions Attached

19

Vote Summary Report


Getlink SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Ratify Amendment of Terms of Warrants Issuance (LTI 2018)

20

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

Aggregate Nominal Amount of EUR 88 Million

21

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

22

Mgmt For For For Set Total Limit for Capital Increase to Result from Issuance Requests Under Item 21 and 22

at EUR 88 Million

23

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

24


25

Mgmt For For For Amend Article 37 of Bylaws Re: Remove Reference to Preferred Shares D

26


27

Healthpeak Properties, Inc.



Country: USA


Primary Security ID: 42250P103

Ticker: PEAK

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Brian G. Cartwright Mgmt For For For

Mgmt For For For Elect Director Christine N. Garvey 1b

Mgmt For For For Elect Director R. Kent Griffin, Jr. 1c

Mgmt For For For Elect Director David B. Henry 1d

Mgmt For For For Elect Director Thomas M. Herzog 1e

Mgmt For For For Elect Director Lydia H. Kennard 1f

Mgmt For For For Elect Director Sara G. Lewis 1g

Mgmt For For For Elect Director Katherine M. Sandstrom 1h




Vote Summary Report


Intesa Sanpaolo SpA



Country: Italy


Primary Security ID: T55067101

Ticker: ISP

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



1a

Mgmt For For For Approve Allocation of Income 1b

Mgmt For For For Approve Remuneration Policy 2a

Mgmt For For For Approve Second Section of the Remuneration Report

2b

Mgmt For For For Approve Fixed-Variable Compensation Ratio 2c

Mgmt For For For Approve Annual Incentive Plan 2d

Mgmt Against Against For Amend POP Long-Term Incentive Plan 2e

Voting Policy Rationale: This proposal warrants a vote AGAINST because the proposed retesting of performance conditions is not supported by a sufficiently strong rationale.

Mgmt For For For Approve Director, Officer, and Internal Auditors Liability and Indemnity Insurance

2f

Mgmt For For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares to Service Incentive Plan

3a


3b


Mgmt For For For Amend Company Bylaws 1

Muenchener Rueckversicherungs-Gesellschaft AG


Record Date:

Country: Germany



Ticker: MUV2

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt


2

Vote Summary Report


Muenchener Rueckversicherungs-Gesellschaft AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


3


4

Mgmt For For For Elect Carinne Knoche-Brouillon to the Supervisory Board

5



Mgmt For For For Approve Creation of EUR 117.5 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

8

Mgmt For For For Approve Affiliation Agreement with MR Beteiligungen 20. GmbH

9.1


9.2


9.3

Tennant Company



Country: USA



Ticker: TNC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Azita Arvani Mgmt For For For

Mgmt For For For Elect Director Timothy R. Morse 1b

Mgmt For For For Elect Director Steven A. Sonnenberg 1c

Mgmt For For For Elect Director David W. Huml 1d




UnipolSai Assicurazioni SpA



Country: Italy


Primary Security ID: T9647G103

Ticker: US

Vote Summary Report


UnipolSai Assicurazioni SpA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt Management Proposals


Reports 1a

Mgmt For For For Approve Allocation of Income 1b

Mgmt For For For Elect Mario Cifiello as Director and Approve

Director's Remuneration 2a

Mgmt Shareholder Proposal Submitted by Unipol

Gruppo SpA

SH For For None Elect Maria Paola Merloni as Director 2b

Mgmt Appoint Internal Statutory Auditors (Slate

Election) - Choose One of the Following Slates

SH Against Against None Slate 1 Submitted by Unipol Gruppo SpA 3a.1

SH For For None Slate 2 Submitted by Institutional Investors

(Assogestioni) 3a.2

Mgmt Shareholder Proposal Submitted by Unipol

Gruppo SpA

SH For For None Approve Internal Auditors' Remuneration 3b

Mgmt Management Proposals

Mgmt Against Against For Approve Remuneration Policy 4a

Voting Policy Rationale: This item warrants a vote AGAINST because:* Termination payments can be in excess of 24 months' pay.* The company can pay discretionary bonuses.* The company provides information on the access criteria, while there are no details on the performance criteria included in the personal objective scorecards (MBO).

Mgmt For For For Approve Second Section of the Remuneration Report

4b

Mgmt Against Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

5

Voting Policy Rationale: This item warrants a vote AGAINST because:* The repurchase limit of up to 10 percent of outstanding issued share capital is respected.* The holding limit of up to 10 percent of share capital in treasury is respected.

Mgmt For For For Approve Settlement Proceedings on the Liability Action Brought Against the Ligresti Family, Former Directors and Former Statutory Auditors of Fondiaria-SAI SpA and Milano Assicurazioni

SpA

6


Mgmt For For For Amend Company Bylaws Re: Article 6 1a

Mgmt For For For Amend Company Bylaws Re: Articles 23 and 24 1b

Vote Summary Report


UnipolSai Assicurazioni SpA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against None Deliberations on Possible Legal Action Against Directors if Presented by Shareholders

A

ASML Holding NV





Primary Security ID: N07059202

Ticker: ASML

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Discuss the Company's Business, Financial

Situation and Sustainability 2

Mgmt For For For Approve Remuneration Report 3.a

Mgmt For For For Adopt Financial Statements and Statutory

Reports 3.b

Mgmt Receive Clarification on Company's Reserves

and Dividend Policy 3.c

Mgmt For For For Approve Dividends of EUR 2.75 Per Share 3.d

Mgmt For For For Approve Discharge of Management Board 4.a

Mgmt For For For Approve Discharge of Supervisory Board 4.b

Mgmt For For For Approve Number of Shares for Management

Board 5

Mgmt For For For Approve Certain Adjustments to the

Remuneration Policy for Management Board 6

Mgmt For For For Approve Certain Adjustments to the

Remuneration Policy for Supervisory Board 7

Mgmt Receive Information on the Composition of the

Management Board 8

Mgmt For For For Elect B. Conix to Supervisory Board 9.a

Mgmt Receive Information on the Composition of the

Supervisory Board 9.b

Mgmt For For For Ratify KPMG Accountants N.V. as Auditors 10

Mgmt For For For Grant Board Authority to Issue Shares Up to 5

Percent of Issued Capital for General Purposes 11.a

Mgmt For For For Authorize Board to Exclude Preemptive Rights

from Share Issuances under Item 11.a 11.b

Vote Summary Report


ASML Holding NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Grant Board Authority to Issue or Grant Rights to Subscribe for Ordinary Shares Up to 5

Percent in Case of Merger or Acquisition

11.c

Mgmt For For For Authorize Board to Exclude Preemptive Rights from Share Issuances under 11.c

11.d


12.a

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

12.b

Mgmt For For For Authorize Cancellation of Repurchased Shares 13

Mgmt Other Business (Non-Voting) 14


AXA SA



Country: France



Ticker: CS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Reports 1


Statutory Reports 2




Officers 4

Mgmt For For For Approve Compensation of Denis Duverne,


Mgmt Against Against For Approve Compensation of Thomas Buberl, CEO 6

Voting Policy Rationale: Despite notable improvements a vote AGAINST this remuneration report is warranted because:* The justifications of the adjustments made to neutralize the impact of Covid-19 on the STI and LTI are not deemed compelling enough;* The increased number of shares granted during FY20 along with the change in the plan's grant date triggers a potential windfall effect. While the decision to change the plan's grant date was announced in 2019 before the sanitary crisis (plans were previously implemented in June), the company has not disclosed how this potential risk of windfall effect had been taken into account when shares were granted. This is all the more problematic as it is also proposed to revise performance conditions attached to this plan to take into account the impact of the sanitary crisis.* The options of the 2017 plan that should have vested this year have seem to have failed the performance criteria for the initial performance period and are being retested on upcoming exercises.

Vote Summary Report


AXA SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Amendment of Remuneration Policy of CEO Re: GM 2019 and 2020

7


Mgmt For For For Approve Remuneration Policy of Chairman of the Board

9


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

Absence of New Transactions

11

Mgmt For For For Reelect Ramon de Oliveira as Director 12

Mgmt For For For Elect Guillaume Faury as Director 13

Mgmt For For For Elect Ramon Fernandez as Director 14


15


Mgmt For For For Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par

Value

16


Aggregate Nominal Amount of EUR 2 Billions

17

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


18

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


19

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

Issue Authority without Preemptive Rights

20

Mgmt For For For Authorize Capital Increase of Up to EUR 550 Million for Future Exchange Offers

21


22

Mgmt For For For Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities without Preemptive Rights for Up to EUR 550 Million

23

Mgmt For For For Authorize Issuance of Equity Upon Conversion of a Subsidiary's Equity-Linked Securities with

Preemptive Rights for Up to EUR 2 Billion

24


25

Vote Summary Report


AXA SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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

International Subsidiaries

26


27


28

Continental AG



Country: Germany



Ticker: CON

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Reports for Fiscal Year 2020 (Non-Voting) Mgmt

Mgmt For For For Approve Allocation of Income and Omission of

Dividends 2


Member Nikolai Setzer for Fiscal Year 2020 3.1


Member Elmar Degenhart for Fiscal Year 2020 3.2

Mgmt For For For Approve Discharge of Management Board Member Hans-Juergen Duensing for Fiscal Year 2020

3.3


Member Frank Jourdan for Fiscal Year 2020 3.4


Member Christian Koetz for Fiscal Year 2020 3.5


Member Helmut Matschi for Fiscal Year 2020 3.6


Member Ariane Reinhart for Fiscal Year 2020 3.7


Member Wolfgang Schaefer for Fiscal Year 2020 3.8


Member Andreas Wolf for Fiscal Year 2020 3.9


Member Wolfgang Reitzle for Fiscal Year 2020 4.1


Member Hasan Allak for Fiscal Year 2020 4.2

Vote Summary Report



Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Discharge of Supervisory Board Member Christiane Benner for Fiscal Year 2020

4.3

Mgmt For For For Approve Discharge of Supervisory Board Member Gunter Dunkel for Fiscal Year 2020

4.4

Mgmt For For For Approve Discharge of Supervisory Board Member Francesco Grioli for Fiscal Year 2020

4.5

Mgmt For For For Approve Discharge of Supervisory Board Member Michael Iglhaut for Fiscal Year 2020

4.6

Mgmt For For For Approve Discharge of Supervisory Board Member Satish Khatu for Fiscal Year 2020

4.7

Mgmt For For For Approve Discharge of Supervisory Board Member Isabel Knauf for Fiscal Year 2020

4.8

Mgmt For For For Approve Discharge of Supervisory Board Member Sabine Neuss for Fiscal Year 2020

4.9

Mgmt For For For Approve Discharge of Supervisory Board Member Rolf Nonnenmacher for Fiscal Year

2020

4.10

Mgmt For For For Approve Discharge of Supervisory Board Member Dirk Nordmann for Fiscal Year 2020

4.11

Mgmt For For For Approve Discharge of Supervisory Board Member Lorenz Pfau for Fiscal Year 2020

4.12

Mgmt For For For Approve Discharge of Supervisory Board Member Klaus Rosenfeld for Fiscal Year 2020

4.13

Mgmt For For For Approve Discharge of Supervisory Board Member Georg Schaeffler for Fiscal Year 2020

4.14

Mgmt For For For Approve Discharge of Supervisory Board Member Maria-Elisabeth Schaeffler-Thumann for

Fiscal Year 2020

4.15

Mgmt For For For Approve Discharge of Supervisory Board Member Joerg Schoenfelder for Fiscal Year 2020

4.16

Mgmt For For For Approve Discharge of Supervisory Board Member Stefan Scholz for Fiscal Year 2020

4.17

Mgmt For For For Approve Discharge of Supervisory Board Member Kirsten Voerkelfor Fiscal Year 2020

4.18

Mgmt For For For Approve Discharge of Supervisory Board Member Elke Volkmann for Fiscal Year 2020

4.19

Mgmt For For For Approve Discharge of Supervisory Board Member Siegfried Wolf for Fiscal Year 2020

4.20

Mgmt For For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal Year 2021

5

Mgmt For For For Amend Articles of Association 6

Mgmt For For For Approve Spin-Off and Takeover Agreement with Vitesco Technologies Group Aktiengesellschaft

7

Vote Summary Report


ITV Plc





Primary Security ID: G4984A110

Ticker: ITV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For



Mgmt For For For Re-elect Salman Amin as Director 4

Mgmt For For For Re-elect Peter Bazalgette as Director 5

Mgmt For For For Re-elect Edward Bonham Carter as Director 6

Mgmt For For For Elect Graham Cooke as Director 7

Mgmt For For For Re-elect Margaret Ewing as Director 8

Mgmt For For For Re-elect Mary Harris as Director 9

Mgmt For For For Re-elect Chris Kennedy as Director 10

Mgmt For For For Re-elect Anna Manz as Director 11

Mgmt For For For Re-elect Carolyn McCall as Director 12

Mgmt For For For Elect Sharmila Nebhrajani as Director 13

Mgmt For For For Re-elect Duncan Painter as Director 14

Mgmt For For For Appoint PricewaterhouseCoopers LLP as Auditors

15


Mgmt For For For Authorise UK Political Donations and Expenditure

17



19



20



22


Mgmt For For For Approve Executive Share Plan 24

Vote Summary Report


JBG SMITH Properties



Country: USA


Primary Security ID: 46590V100

Ticker: JBGS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Phyllis R. Caldwell Mgmt For For For

Mgmt For For For Elect Director Scott A. Estes 1b

Mgmt Against Against For Elect Director Alan S. Forman 1c

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Alan Forman, Michael Glosserman, Charles (Ed) Haldeman Jr., Alisa Mall and D. Ellen Shuman are warranted for lack of diversity on the board.A vote AGAINST Steven Roth is warranted for serving on more than three public boards while serving as a CEO of an outside company, and for failing to attend at least 75 percent of his total board held during the fiscal year under review without disclosing the reason for the absences.A vote FOR the remaining director nominees is warranted.

Mgmt Against Against For Elect Director Michael J. Glosserman 1d


Mgmt Against Against For Elect Director Charles E. Haldeman, Jr. 1e


Mgmt For For For Elect Director W. Matthew Kelly 1f

Mgmt Against Against For Elect Director Alisa M. Mall 1g


Mgmt For For For Elect Director Carol A. Melton 1h

Mgmt For For For Elect Director William J. Mulrow 1i

Mgmt Against Against For Elect Director Steven Roth 1j


Vote Summary Report


JBG SMITH Properties Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Director D. Ellen Shuman 1k


Mgmt For For For Elect Director Robert A. Stewart 1l


2

Mgmt Against Against For Ratify Deloitte & Touche LLP as Auditors 3


Mgmt Against Against For Amend Omnibus Stock Plan 4

Voting Policy Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:* The plan cost is excessive;* The estimated duration of available and proposed shares exceeds six years;* The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary); and* The plan allows broad discretion to accelerate vesting.

Prologis, Inc.



Country: USA


Primary Security ID: 74340W103

Ticker: PLD

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Hamid R. Moghadam Mgmt For For For

Mgmt For For For Elect Director Cristina G. Bita 1b

Mgmt For For For Elect Director George L. Fotiades 1c

Mgmt For For For Elect Director Lydia H. Kennard 1d

Mgmt For For For Elect Director Irving F. Lyons, III 1e

Mgmt For For For Elect Director Avid Modjtabai 1f

Mgmt For For For Elect Director David P. O'Connor 1g

Mgmt For For For Elect Director Olivier Piani 1h

Mgmt For For For Elect Director Jeffrey L. Skelton 1i

Mgmt For For For Elect Director Carl B. Webb 1j

Mgmt For For For Elect Director William D. Zollars 1k

Vote Summary Report


Prologis, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


2

Voting Policy Rationale: A vote AGAINST this proposal is warranted. The company's long-term share price performance no longer mitigates concerns over the sizable year-over-year increase in the value of outperformance awards. The value of the CEO's POP and PPP awards increased by 21 percent year-over-year to $19.5 million, which is significantly larger than his annual LTI award of $12.4 million. The structure of the annual LTI program also raises some concern, as up to half of the award may be earned based on individual performance, while the relative metric targets merely the median. In addition, the complex structure arising from multiple long-term incentive programs raises some concern, as it is particularly difficult to assess the rigor of the PPP program under which the CEO's award values have increased substantially for a number of years. These concerns are not mitigated by the modest improvements to the annual program, or the structure of the CEO's salary. The combined value of the CEO's STI award and salary are less than the increase in the value of his PPP awards alone for the year in review, and the annual program lacks complete disclosure of quantified targets.


Schroders Plc






Ticker: SDR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction





Mgmt For For For Re-elect Michael Dobson as Director 4

Mgmt For For For Re-elect Peter Harrison as Director 5

Mgmt For For For Re-elect Richard Keers as Director 6

Mgmt For For For Re-elect Ian King as Director 7

Mgmt For For For Re-elect Sir Damon Buffini as Director 8

Mgmt For For For Re-elect Rhian Davies as Director 9

Mgmt For For For Re-elect Rakhi Goss-Custard as Director 10

Mgmt For For For Re-elect Deborah Waterhouse as Director 11

Mgmt For For For Re-elect Matthew Westerman as Director 12

Mgmt For For For Re-elect Claire Howard as Director 13

Mgmt For For For Re-elect Leonie Schroder as Director 14


Vote Summary Report


Schroders Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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

16



18

Mgmt For For For Authorise Market Purchase of Non-Voting Ordinary Shares

19



21

Urbanise.com Limited



Country: Australia



Ticker: UBN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Sam Cuccurullo as Director Mgmt For For For

Mgmt Abstain For For Ratify Past Issuance of Shares to Sophisticated

Investors 2

Voting Policy Rationale: A qualified vote FOR this resolution is warranted because the company provided a compelling rationale for the transaction. The funds raised from the capital raising were allocated towards accelerating organic ARR growth through increased investment in Facilities Management, which is expected to create shareholder value in the future.Qualified support is based on the substantial dilutive impact of the Placement (i.e., 11.70 percent as at Nov. 2, 2020).

Mgmt For For For Approve Share Consolidation 3

Aptiv PLC



Country: Jersey


Primary Security ID: G6095L109

Ticker: APTV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Kevin P. Clark Mgmt For For For

Mgmt For For For Elect Director Richard L. Clemmer 1b

Mgmt For For For Elect Director Nancy E. Cooper 1c

Vote Summary Report


Aptiv PLC Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Nicholas M. Donofrio 1d

Mgmt For For For Elect Director Rajiv L. Gupta 1e

Mgmt For For For Elect Director Joseph L. Hooley 1f

Mgmt For For For Elect Director Merit E. Janow 1g

Mgmt For For For Elect Director Sean O. Mahoney 1h

Mgmt For For For Elect Director Paul M. Meister 1i

Mgmt For For For Elect Director Robert K. Ortberg 1j

Mgmt For For For Elect Director Colin J. Parris 1k

Mgmt For For For Elect Director Ana G. Pinczuk 1l

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

2


3

Voting Policy Rationale: A vote AGAINST this proposal is warranted. Excluding the incremental value associated with equity award modifications, CEO Clark's total pay declined year-over-year. Short-term incentives are linked to financial goals and equity awards are mostly performance-based with multi-year goals. However, there are concerns regarding the significant COVID-19 related modifications to incentive awards. Although the resulting STI payouts were somewhat reasonable, the modifications to closing-cycle LTI awards increased the earnouts significantly, and the committee also adjusted the financial goals for in-progress performance shares. Such modifications to in-progress and closing-cycle equity awards are generally not viewed as an appropriate reaction to COVID-19 by investors.

AT&T Inc.



Country: USA



Ticker: T

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director William E. Kennard Mgmt For For For

Mgmt For For For Elect Director Samuel A. Di Piazza, Jr. 1b

Mgmt For For For Elect Director Scott T. Ford 1c

Mgmt For For For Elect Director Glenn H. Hutchins 1d

Mgmt For For For Elect Director Debra L. Lee 1e

Mgmt For For For Elect Director Stephen J. Luczo 1f

Mgmt For For For Elect Director Michael B. McCallister 1g

Mgmt For For For Elect Director Beth E. Mooney 1h

Vote Summary Report


AT&T Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Matthew K. Rose 1i

Mgmt For For For Elect Director John T. Stankey 1j

Mgmt For For For Elect Director Cynthia B. Taylor 1k

Mgmt For For For Elect Director Geoffrey Y. Yang 1l



3

Voting Policy Rationale: A vote AGAINST this proposal is warranted. Incentive programs are performance-based and there was a reduction in target pay for the new CEO in FY20. However, there are certain concerns surrounding one-time pay decisions made in FY20. Specifically, incoming NEO Kilar's base salary was set at $2.5 million, which is above that of the current and former CEO. Also, NEO McAtee received a significant time-vesting "career retention grant", valued at $9 million, the rationale for which is not considered compelling. Most concerning is the magnitude and structure of a sign-on equity award granted to NEO Kilar, valued at $48 million, which also lacks performance criteria and vests solely over time.

SH For For Against Lower Ownership Threshold for Action by Written Consent

4

Voting Policy Rationale: A vote FOR this proposal is warranted given that the reduction in the threshold required to exercise written consent would enhance shareholder rights.

City Developments Limited


Record Date:

Country: Singapore


Primary Security ID: V23130111

Ticker: C09

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Adopt Financial Statements and Directors' and

Auditors' Reports Mgmt For For For

Mgmt For For For Approve Final and Special Dividend 2

Mgmt For For For Approve Directors' Fees 3

Mgmt For For For Elect Philip Yeo Liat Kok as Director 4

Mgmt For For For Elect Ong Lian Jin Colin as Director 5a

Mgmt For For For Elect Daniel Marie Ghislain Desbaillets as

Director 5b

Mgmt For For For Elect Chong Yoon Chou as Director 5c

Mgmt For For For Elect Chan Swee Liang Carolina (Carol Fong) as

Director 5d

Mgmt For For For Elect Lee Jee Cheng Philip as Director 5e



Vote Summary Report


City Developments Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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

7


Mgmt For For For Approve Mandate for Interested Person Transactions

9

Pearson Plc






Ticker: PSON

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction




Mgmt For For For Elect Andy Bird as Director 3

Mgmt Against Against For Re-elect Elizabeth Corley as Director 4

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Sidney Taurel, Dame Elizabeth Corley, Sherry Coutu and Timothy (Tim) Score are warranted for lack of diversity on the board.Concerns are raised with respect to the re-election of Dame Elizabeth Corley, Remuneration Committee Chair, and Board Chair Sidney Taurel because:* Concerns are raised around the Board's approach to remuneration and governance in relation to the recruitment of the new CEO.* However, the Board's actions are not considered so egregious as to warrant opposing the re-election of these Directors at this time. The Board's approach to remuneration during Bird's tenure will be kept under review.Votes FOR the remaining of nominees are warranted at this time.

Mgmt Against Against For Re-elect Sherry Coutu as Director 5


Mgmt For For For Re-elect Sally Johnson as Director 6

Mgmt For For For Re-elect Linda Lorimer as Director 7

Mgmt For For For Re-elect Graeme Pitkethly as Director 8

Vote Summary Report


Pearson Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Re-elect Tim Score as Director 9


Mgmt Against Against For Re-elect Sidney Taurel as Director 10


Mgmt For For For Re-elect Lincoln Wallen as Director 11


Voting Policy Rationale: A vote AGAINST this item is warranted because:* Concerns are raised regarding the quantum of CEO Andy Bird's remuneration package, including the salary rate and the one-off co-investment award approved at the Company's GM in September 2020. While shareholders were provided a vote on the co-investment award, they did so with the knowledge that if the resolution were to be defeated, Bird would not agree to become CEO, leading to further instability.* Despite this, the vote faced heavy shareholder dissent, with 33% of votes cast against the proposal. The Company's response to this vote was primarily to augment the underpin conditions, which is a welcome development but nonetheless the award remains a significant deviation from good practice in the UK market.

Mgmt For For For Reappoint PricewaterhouseCoopers LLP as

Auditors 13





Rights 16


17


Mgmt Against Against For Authorise the Company to Call General Meeting


Voting Policy Rationale: A vote AGAINST this resolution is considered warranted:* During the period in review, the Company called a general meeting on less than 21 clear days' notice to seek shareholder approval for the new CEO's remuneration package. This is not considered to be an appropriate use of the shorter notice period that was approved by shareholders at the previous AGM.


Vote Summary Report


American Express Company



Country: USA



Ticker: AXP

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Thomas J. Baltimore Mgmt For For For

Mgmt For For For Elect Director Charlene Barshefsky 1b

Mgmt For For For Elect Director John J. Brennan 1c

Mgmt For For For Elect Director Peter Chernin 1d

Mgmt For For For Elect Director Ralph de la Vega 1e

Mgmt For For For Elect Director Michael O. Leavitt 1f

Mgmt For For For Elect Director Theodore J. Leonsis 1g

Mgmt For For For Elect Director Karen L. Parkhill 1h

Mgmt For For For Elect Director Charles E. Phillips 1i

Mgmt For For For Elect Director Lynn A. Pike 1j

Mgmt For For For Elect Director Stephen J. Squeri 1k

Mgmt For For For Elect Director Daniel L. Vasella 1l

Mgmt For For For Elect Director Lisa W. Wardell 1m

Mgmt For For For Elect Director Ronald A. Williams 1n

Mgmt For For For Elect Director Christopher D. Young 1o



3



SH For For Against Publish Annually a Report Assessing Diversity, Equity, and Inclusion Efforts

5

Voting Policy Rationale: A vote FOR this resolution is warranted, as reporting quantitative, comparable diversity data would allow shareholders to better assess the effectiveness of the company's diversity, equity and inclusion efforts and management of related risks.

Cyclopharm Limited



Country: Australia



Ticker: CYC

Vote Summary Report


Cyclopharm Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For Against For Elect Tom McDonald as Director 2

Mgmt Abstain For For Ratify Past Issuance of Shares to Institutional


Voting Policy Rationale: A qualified vote FOR this resolution is warranted.

Mgmt For For For Approve Cyclopharm Loan Share Plan 4


5

Mgmt For Against None Approve the Increase in Maximum Aggregate


Fortune Brands Home & Security, Inc.



Country: USA



Ticker: FBHS

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Ann Fritz Hackett Mgmt For For For

Mgmt For For For Elect Director John G. Morikis 1b

Mgmt For For For Elect Director Jeffery S. Perry 1c

Mgmt For For For Elect Director Ronald V. Waters, III 1d



3

Millicom International Cellular SA



Country: Luxembourg


Primary Security ID: L6388F128

Ticker: TIGO

Vote Summary Report


Millicom International Cellular SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Appoint Alexander Koch as Chairman of Meeting and Empower Chairman to Appoint Other Members of Bureau

1

Mgmt For For For Receive Board's and Auditor's Reports 2


Statutory Reports 3

Mgmt For For For Approve Allocation of Income 4

Mgmt For For For Approve Discharge of Directors 5

Mgmt For For For Fix Number of Directors at Nine 6

Mgmt For For For Reelect Jose Antonio Rios Garcia as Director 7

Mgmt For For For Reelect Pernille Erenbjerg as Director 8

Mgmt For For For Reelect Odilon Almeida as Director 9

Mgmt For For For Reelect Mauricio Ramos as Director 10

Mgmt For For For Reelect James Thompson as Director 11

Mgmt For For For Reelect Mercedes Johnson as Director 12

Mgmt For For For Elect Sonia Dula as Director 13

Mgmt For For For Elect Lars-Johan Jarnheimer as Director 14

Mgmt For For For Elect Bruce Churchill as Director 15

Mgmt For For For Reelect Jose Antonio Rios Garcia as Board

Chairman 16

Mgmt For For For Approve Remuneration of Directors 17

Mgmt For For For Renew Appointment of Ernst & Young S.A. as Auditor and Authorize Board to Fix Their Remuneration

18

Mgmt For For For Approve Procedure on Appointment of Nomination Committee and Determination of Assignment of Nomination Committee

19

Mgmt For For For Approve Share Repurchase Plan 20


Vote Summary Report


Millicom International Cellular SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Senior Management Remuneration Policy

22

Voting Policy Rationale: A vote AGAINST is warranted because:* It is proposed to change the LTIP and move from full performance based to partially time-based only (35 percent);* Although the maximum opportunity is reduced (from 2.0x to 1.65x at-target) this only applies for at-max performance, and means the pay package is for at-target substantially guaranteed. This change does not mitigate the increased certainty-of-value concern;* The time based vesting part is valued at approximately EUR 2 million without being subject to performance.

Mgmt Against Against For Approve Share-Based Incentive Plans 23

Voting Policy Rationale: A vote AGAINST is warranted because* It is proposed to change the LTIP and move from full performance based to partially time-based only (35 percent);* Although the maximum opportunity is reduced (from 2.0x to 1.65x at-target) this only apply for at-max performance, and means the pay package is for at-target substantially guaranteed. This change does not mitigate the increased certainty-of-value concern;* The time based vesting part is valued at approximately EUR 2 million without being subject to performance.

Allianz SE


Record Date:

Country: Germany



Ticker: ALV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction





Mgmt For For For Approve Discharge of Management Board for

Fiscal Year 2020 3

Mgmt For For For Approve Discharge of Supervisory Board for

Fiscal Year 2020 4



Mgmt For For For Amend Articles Re: Supervisory Board Term of

Office 7

IHS Markit Ltd.



Country: Bermuda



Ticker: INFO

Vote Summary Report


IHS Markit Ltd.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Lance Uggla Mgmt For For For

Mgmt For For For Elect Director John Browne 1b

Mgmt For For For Elect Director Dinyar S. Devitre 1c

Mgmt For For For Elect Director Ruann F. Ernst 1d

Mgmt For For For Elect Director Jacques Esculier 1e

Mgmt For For For Elect Director Gay Huey Evans 1f

Mgmt For For For Elect Director William E. Ford 1g

Mgmt For For For Elect Director Nicoletta Giadrossi 1h

Mgmt For For For Elect Director Robert P. Kelly 1i

Mgmt For For For Elect Director Deborah Doyle McWhinney 1j

Mgmt For For For Elect Director Jean-Paul L. Montupet 1k

Mgmt For For For Elect Director Deborah K. Orida 1l

Mgmt For For For Elect Director James A. Rosenthal 1m



Mgmt For For For Approve Ernst & Young LLP as Auditors and

Authorize Board to Fix Their Remuneration 3

Nordex SE



Country: Germany


Primary Security ID: D5736K135

Ticker: NDX1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt

Mgmt For For For Approve Allocation of Income and Omission of Dividends

2


3


4

Vote Summary Report


Nordex SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Connie Hedegaard to the Supervisory Board

5.1

Voting Policy Rationale: Votes AGAINST the non-independent nominees, Wolfgang Ziebart, Connie Hedegaard, Jan Klatten, Rafael Mateo Alcala, Juan Muro-Lara Girod and Martin Wolfgang Johannes Rey, are warranted because of the failure to establish sufficient levels of independence in the supervisory board and its committees.Votes AGAINST the nominees are further warranted as their proposed terms of office would exceed four years.

Mgmt Against Against For Elect Jan Klatten to the Supervisory Board 5.2


Mgmt Against Against For Elect Juan Girod to the Supervisory Board 5.3


Mgmt Against Against For Elect Rafael Alcala to the Supervisory Board 5.4


Mgmt Against Against For Elect Martin Rey to the Supervisory Board 5.5


Mgmt Against Against For Elect Wolfgang Ziebart to the Supervisory Board 5.6




Mgmt For For For Approve Creation of EUR 23.5 Million Pool of Capital with Partial Exclusion of Preemptive

Rights

8

Mgmt For For For Approve Creation of EUR 3.5 Million Pool of Capital for Employee Stock Purchase Plan;

Rename Authorized Capital III

9

Mgmt For For For Approve Increase in the Maximum Limit for the Issuance of New Shares from Authorized Capital

II and Conditional Capital I

10

Mgmt For For For Approve Stock Option Plan for Key Employees; Approve Creation of EUR 3.5 Million Pool of Conditional Capital to Guarantee Conversion Rights

11

Vote Summary Report


Nordex SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Affiliation Agreement with Nordex Energy B.V.

12

Mgmt For For For Approve Affiliation Agreement with Nordex Energy SE & Co. KG

13

Mgmt For For For Amend Articles Re: Meeting Convocation; Supervisory Board Meetings and Resolutions;

Proof of Entitlement

14

Mgmt For For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal Year 2021

15

Ormat Technologies, Inc.



Country: USA



Ticker: ORA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1A Elect Director Isaac Angel Mgmt For For For

Mgmt For For For Elect Director Albertus 'Bert' Bruggink 1B

Mgmt For For For Elect Director Dan Falk 1C

Mgmt For For For Elect Director David Granot 1D

Mgmt For For For Elect Director Mike Nikkel 1E

Mgmt For For For Elect Director Dafna Sharir 1F

Mgmt For For For Elect Director Stanley B. Stern 1G

Mgmt For For For Elect Director Hidetake Takahashi 1H

Mgmt For For For Elect Director Byron G. Wong 1I

Mgmt Against Against For Ratify Kesselman & Kesselman as Auditors 2




QBE Insurance Group Limited



Country: Australia



Ticker: QBE

Vote Summary Report


QBE Insurance Group Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

2 Approve Remuneration Report Mgmt For For Do Not Vote

Mgmt Do Not Vote For For Elect Stephen Fitzgerald as Director 3a

Mgmt Do Not Vote For For Elect Brian Pomeroy as Director 3b

Mgmt Do Not Vote For For Elect Jann Skinner as Director 3c

Mgmt Do Not Vote For For Elect Tan Le as Director 3d

Mgmt Do Not Vote For For Elect Eric Smith as Director 3e

SH Do Not Vote Against Against Approve the Amendments to the Company's

Constitution 4a

SH Do Not Vote For Against Approve Exposure Reduction Targets 4b

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Stephen Fitzgerald as Director 3a

Mgmt For For For Elect Brian Pomeroy as Director 3b

Mgmt For For For Elect Jann Skinner as Director 3c

Mgmt For For For Elect Tan Le as Director 3d

Mgmt For For For Elect Eric Smith as Director 3e

SH For Against Against Approve the Amendments to the Company's

Constitution 4a

Voting Policy Rationale: A vote AGAINST this resolution is warranted, as the request to amend the company's constitution is potentially broad with no regulatory framework to oversee shareholder proposals. The Board has confirmed its willingness to consult with the shareholder proponents with a view to addressing shareholder requirements and publicly discuss the resolutions at the AGM.

SH For For Against Approve Exposure Reduction Targets 4b

Voting Policy Rationale: A vote FOR this resolution is warranted, as adoption of reduction targets aimed to limit the company's exposure to fossil fuels would enable shareholders to better understand how the company is managing climate change related-risks and assess the effectiveness of the company's related efforts.

Vote Summary Report


Sun Life Financial Inc.



Country: Canada



Ticker: SLF

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director William D. Anderson Mgmt For For For

Mgmt For For For Elect Director Deepak Chopra 1.2

Mgmt For For For Elect Director Dean A. Connor 1.3

Mgmt For For For Elect Director Stephanie L. Coyles 1.4

Mgmt For For For Elect Director Martin J. G. Glynn 1.5

Mgmt For For For Elect Director Ashok K. Gupta 1.6

Mgmt For For For Elect Director M. Marianne Harris 1.7

Mgmt For For For Elect Director David H. Y. Ho 1.8

Mgmt For For For Elect Director James M. Peck 1.9

Mgmt For For For Elect Director Scott F. Powers 1.10

Mgmt For For For Elect Director Kevin D. Strain 1.11

Mgmt For For For Elect Director Barbara G. Stymiest 1.12

Mgmt For For For Ratify Deloitte LLP as Auditors 2

Mgmt For For For Amend Bylaw No. 1 Re: Maximum Board Compensation

3

Mgmt For For For Advisory Vote on Executive Compensation Approach

4

Cadence Design Systems, Inc.



Country: USA



Ticker: CDNS

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Mark W. Adams Mgmt For For For

Mgmt For For For Elect Director Ita Brennan 1.2

Mgmt For For For Elect Director Lewis Chew 1.3

Mgmt For For For Elect Director Julia Liuson 1.4

Vote Summary Report


Cadence Design Systems, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director James D. Plummer 1.5

Mgmt For For For Elect Director Alberto Sangiovanni-Vincentelli 1.6

Mgmt For For For Elect Director John B. Shoven 1.7

Mgmt For For For Elect Director Young K. Sohn 1.8

Mgmt For For For Elect Director Lip-Bu Tan 1.9


2



4

Voting Policy Rationale: A vote FOR this proposal is warranted. A reduction in the ownership threshold required to request a record date to initiate written consent would provide for a more meaningful written consent right for shareholders.

Genworth Mortgage Insurance Australia Ltd.



Country: Australia



Ticker: GMA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Approve Grant of Share Rights to Pauline

Blight-Johnston 2

Mgmt For For For Elect Ian MacDonald as Director 3

Mgmt For For For Elect Graham Mirabito as Director 4

Gildan Activewear Inc.



Country: Canada



Ticker: GIL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Donald C. Berg Mgmt For For For

Vote Summary Report


Gildan Activewear Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Maryse Bertrand 1.2

Mgmt For For For Elect Director Marc Caira 1.3

Mgmt For For For Elect Director Glenn J. Chamandy 1.4

Mgmt For For For Elect Director Shirley E. Cunningham 1.5

Mgmt For For For Elect Director Russell Goodman 1.6

Mgmt For For For Elect Director Charles M. Herington 1.7

Mgmt For For For Elect Director Luc Jobin 1.8

Mgmt For For For Elect Director Craig A. Leavitt 1.9

Mgmt For For For Elect Director Anne Martin-Vachon 1.10

Mgmt Against Against For Advisory Vote on Executive Compensation Approach

2

Voting Policy Rationale: A vote AGAINST this non-binding advisory vote is warranted due to continuing pay-for-performance misalignment.The quantitative pay-for-performance screen has identified a high concern, driven by all three screens of the model. This concern level has been retained after further quantitative and qualitative analysis.While the company's business and operation were negatively impacted by the COVID-19 pandemic and the company made certain adjustments to its incentive programs along with other compensation practices, several of the company's pay practices are considered problematic, along with an apparent misalignment between company performance and CEO pay, especially when considering the following factors:* The CEO's total compensation increased by approximately 132 percent over the last fiscal year, driven by a 410 percent increase in annual bonus, which represented a discretionary bonus payout at target and a US$7.8 million one-time performance-based award;* Based on the company's self-selected peers, the CEO's 2020 compensation is significantly above the peer median, while the company has underperformed its peers in terms of certain operating metrics and TSR;* While the company's realized/realizable pay showed pay-for-performance alignment for past completed performance periods, in 2020, the company granted time-based awards to two NEOs and a performance-based special award to the CEO. Shareholders can question the appropriateness of the company's decision to grant these one-time awards specifically as the company stated that the retention awards were granted considering the recent business challenges and their impact on the company’s LTIP. These awards may offset the effect of lower realized pay in the last two performance cycles. Notwithstanding the performance conditions affixed to the one-time award of the CEO, 50 percent of the US$7.8 million award will vest when the company's share price is US$35 (for 30 consecutive days). The closing price on April 15, 2021 was US$32.93.


Great-West Lifeco Inc.



Country: Canada



Ticker: GWO

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

Meeting for Common and First Preferred

Shareholders Mgmt

Mgmt For For For Approve Decrease in Size of Board from 22 to

19 1

Vote Summary Report


Great-West Lifeco Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Michael R. Amend 2.1

Mgmt For For For Elect Director Deborah J. Barrett 2.2

Mgmt For For For Elect Director Robin A. Bienfait 2.3

Mgmt For For For Elect Director Heather E. Conway 2.4

Mgmt Withhold Withhold For Elect Director Marcel R. Coutu 2.5

Voting Policy Rationale: Vote WITHHOLD for Paul Desmarais Jr. for attending less than 75 percent of board and committee meetings held during the previous fiscal year without a valid explanation.Vote WITHHOLD for incumbent Nominating Committee members Robert Jeffrey Orr, Marcel Coutu, Paul Desmarais Jr., Andre Desmarais, Thomas Timothy Ryan Jr. and Brian Walsh for lack of diversity on the board.Vote FOR all other proposed nominees.

Mgmt Withhold Withhold For Elect Director Andre Desmarais 2.6


Mgmt Withhold Withhold For Elect Director Paul Desmarais, Jr. 2.7


Mgmt For For For Elect Director Gary A. Doer 2.8

Mgmt For For For Elect Director David G. Fuller 2.9

Mgmt For For For Elect Director Claude Genereux 2.10

Mgmt For For For Elect Director Elizabeth C. Lempres 2.11

Mgmt For For For Elect Director Paula B. Madoff 2.12

Mgmt For For For Elect Director Paul A. Mahon 2.13

Mgmt For For For Elect Director Susan J. McArthur 2.14

Mgmt Withhold Withhold For Elect Director R. Jeffrey Orr 2.15


Mgmt Withhold Withhold For Elect Director T. Timothy Ryan 2.16


Mgmt For For For Elect Director Gregory D. Tretiak 2.17

Mgmt For For For Elect Director Siim A. Vanaselja 2.18

Vote Summary Report


Great-West Lifeco Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Brian E. Walsh 2.19




4

Mgmt For For For Amend Stock Option Plan 5

Mgmt For For For Amend By-Laws 6

IRESS Ltd.



Country: Australia



Ticker: IRE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Roger Sharp as Director Mgmt For For Against

Mgmt For For For Elect Niki Beattie as Director 2

Mgmt For For For Elect Julie Fahey as Director 3


Voting Policy Rationale: A vote AGAINST the remuneration report is warranted.* The high concern for misalignment is identified in quantitative pay for performance analysis which suggests a high level of bonus relative to performance;* The board's use of discretion for the second year in allowing full vesting of the FY20 equity rights grant (essentially the STI) despite disclosure of financial and growth performance in 2020 being below target;* The discretionary nature and poor disclosure of performance conditions in regard to the FY20 equity rights grant; and* The reliance on absolute TSR as a single metric in the LTI, in the range of 6.5 percent to 10 percent growth appears sufficiently rigorous.

Mgmt Against Against For Approve Grant of Equity Rights to Andrew Walsh 5A

Voting Policy Rationale: A vote AGAINST the grant of equity rights (Item 5a) is warranted. This represents advance approval of the maximum STI granted fully in equity for FY21. Shareholders have not been informed by the board of the specific performance targets to be achieved for maximum or various other levels vesting. The experience with vesting decisions regarding the FY19 and FY20 grants indicates concerns for transparency and upward discretion by the board in permitting full vesting despite disclosure of certain performance measures used in performance assessment being achieved below target. Equity rights appear to vest subject to continued service and insufficient rigor or alignment with performance and shareholder outpaces.A qualified vote FOR the grant of performance rights (Item 5b) is warranted. The structure of the grant is broadly consistent with good governance for LTIs with a 3-year performance period being at the minimum accepted in this market and an absolute TSR performance metric. However, concerns are that there is only one performance metric being a 6.5 percent to 10 percent annual TSR growth hurdle over the performance period, and whether this is sufficiently rigorous in line with shareholder requirements.

Vote Summary Report


IRESS Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against For For Approve Grant of Performance Rights to Andrew Walsh

5B

Voting Policy Rationale: A vote AGAINST the grant of equity rights (Item 5a) is warranted. This represents advance approval of the maximum STI granted fully in equity for FY21. Shareholders have not been informed by the board of the specific performance targets to be achieved for maximum or various other levels vesting. The experience with vesting decisions regarding the FY19 and FY20 grants indicates concerns for transparency and upward discretion by the board in permitting full vesting despite disclosure of certain performance measures used in performance assessment being achieved below target. Equity rights appear to vest subject to continued service and insufficient rigor or alignment with performance and shareholder outpaces.A qualified vote FOR the grant of performance rights (Item 5b) is warranted. The structure of the grant is broadly consistent with good governance for LTIs with a 3-year performance period being at the minimum accepted in this market and an absolute TSR performance metric. However, concerns are that there is only one performance metric being a 6.5 percent to 10 percent annual TSR growth hurdle over the performance period, and whether this is sufficiently rigorous in line with shareholder requirements.

Manulife Financial Corp.



Country: Canada



Ticker: MFC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Nicole S. Arnaboldi Mgmt For For For

Mgmt For For For Elect Director Guy L.T. Bainbridge 1.2

Mgmt For For For Elect Director Joseph P. Caron 1.3

Mgmt For For For Elect Director John M. Cassaday 1.4

Mgmt For For For Elect Director Susan F. Dabarno 1.5

Mgmt For For For Elect Director Julie E. Dickson 1.6

Mgmt For For For Elect Director Sheila S. Fraser 1.7

Mgmt For For For Elect Director Roy Gori 1.8

Mgmt For For For Elect Director Tsun-yan Hsieh 1.9

Mgmt For For For Elect Director Donald R. Lindsay 1.10

Mgmt For For For Elect Director John R.V. Palmer 1.11

Mgmt For For For Elect Director C. James Prieur 1.12

Mgmt For For For Elect Director Andrea S. Rosen 1.13

Mgmt For For For Elect Director Leagh E. Turner 1.14


Mgmt For For For Advisory Vote on Executive Compensation

Approach 3

Vote Summary Report


Mettler-Toledo International Inc.



Country: USA



Ticker: MTD

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Robert F. Spoerry Mgmt For For For

Mgmt For For For Elect Director Wah-Hui Chu 1.2

Mgmt For For For Elect Director Domitille Doat-Le Bigot 1.3

Mgmt For For For Elect Director Olivier A. Filliol 1.4

Mgmt For For For Elect Director Elisha W. Finney 1.5

Mgmt For For For Elect Director Richard Francis 1.6

Mgmt For For For Elect Director Michael A. Kelly 1.7

Mgmt For For For Elect Director Thomas P. Salice 1.8



3


NFI Group Inc.



Country: Canada


Primary Security ID: 62910L102

Ticker: NFI

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Deloitte LLP as Auditors and Authorize

Board to Fix Their Remuneration Mgmt For For For

Mgmt For For For Elect Director Phyllis Cochran 2.1

Mgmt For For For Elect Director Larry Edwards 2.2

Mgmt For For For Elect Director Adam Gray 2.3

Mgmt For For For Elect Director Krystyna Hoeg 2.4

Mgmt For For For Elect Director John Marinucci 2.5

Mgmt For For For Elect Director Paulo Cezar da Silva Nunes 2.6

Vote Summary Report


NFI Group Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Colin Robertson 2.7

Mgmt For For For Elect Director Paul Soubry 2.8

Mgmt For For For Elect Director Brian V. Tobin 2.9

Mgmt For For For Elect Director Katherine S. Winter 2.10


3

Schibsted ASA


Record Date:

Country: Norway


Primary Security ID: R75677105

Ticker: SCHA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction





Reports 4


Mgmt For For For Ratify PWC as Auditors 6

Mgmt For For For Approve Remuneration Policy And Other Terms

of Employment For Executive Management 7

Mgmt Receive Report from Nominating Committee 8

Mgmt For For For Elect Ole Jacob Sunde (Chair) as Director 9a

Mgmt For For For Elect Eugenie van Wiechen as Director 9b

Mgmt For For For Elect Phillipe Vimard as Director 9c

Mgmt For For For Elect Anna Mossberg as Director 9d

Mgmt For For For Elect Satu Huber as Director 9e

Mgmt For For For Elect Karl-Christian Agerup as Director 9f

Mgmt For For For Elect Rune Bjerke as Director 9g

Mgmt Against Against For Elect Hugo Maurstad as Director 9h

Voting Policy Rationale: A vote FOR items 9a-9g is warranted due to a lack of concern regarding the suitability of these individuals in particular.A vote AGAINST Item 9h is warranted because candidate Hugo Lund Maurstad is overboarded.

Vote Summary Report


Schibsted ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Remuneration of Directors in the Amount of NOK 1.2 Million for Chairman and NOK 558,000 for Other Directors; Approve Additional Fees; Approve Remuneration for

Committee Work

10

Mgmt For For For Approve Remuneration of Nominating Committee in the Amount of NOK 146,000 for

Chairman and NOK 90,000 for Other Members

11

Mgmt For For For Elect Kjersti Loken Stavrum (Chair) as Member to the Nominating Committee

12a

Mgmt For For For Elect Spencer Adair as Member to the Nominating Committee

12b

Mgmt For For For Elect Ann Kristin Brautaset as Member to the Nominating Committee

12c

Mgmt For For For Grant Power of Attorney to Board Pursuant to Article 7 of Articles of Association

13


14

Mgmt For For For Approve Creation of NOK 6.5 Million Pool of Capital without Preemptive Rights

15

TPG Telecom Ltd.



Country: Australia



Ticker: TPG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Frank John Sixt as Director 3

Mgmt For For For Elect Antony Moffatt as Director 4

Mgmt For For For Elect Jack Teoh as Director 5

Mgmt For For For Approve Issuance of Deferred Share Rights and

Performance Rights to Iñaki Berroeta 6

HKT Trust & HKT Limited



Country: Cayman Islands


Primary Security ID: Y3R29Z107

Ticker: 6823

Vote Summary Report


HKT Trust & HKT Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Mgmt For For For Approve Final Distribution by HKT Trust and

Final Dividend by the Company 2

Mgmt For For For Elect Hui Hon Hing, Susanna as Director 3a

Mgmt For For For Elect Chang Hsin Kang as Director 3b

Mgmt For For For Elect Sunil Varma as Director 3c

Mgmt For For For Elect Frances Waikwun Wong as Director 3d

Mgmt For For For Authorize Board and Trustee-Manager to Fix

Remuneration of Directors 3e

Mgmt For For For Approve PricewaterhouseCoopers as Auditor of the HKT Trust, the Company and the Trustee-Manager and Authorize Board and Trustee-Manager to Fix Their Remuneration

4

Mgmt Against Against For Approve Issuance of Equity or Equity-Linked

Securities without Preemptive Rights 5

Voting Policy Rationale: A vote AGAINST this resolution is warranted given that the company has not specified the discount limit.

Mgmt Against Against For Terminate Existing Share Stapled Units Option Scheme and Adopt New Share Stapled Units

Option Scheme

6

Voting Policy Rationale: While there are no known concerns regarding the proposed termination of the existing share stapled units option scheme, a vote AGAINST this proposal is warranted because:* HKT Trust & HKT Limited could be considered a mature company, and the limit under the proposed scheme, together with other share incentive schemes of HKT Trust & HKT Limited, exceeds 5 percent of the issued share stapled units.* Performance conditions and meaningful vesting periods have not been disclosed.* The directors eligible to receive options under the scheme are involved in the administration of the scheme.

IGM Financial Inc.



Country: Canada



Ticker: IGM

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Marc A. Bibeau Mgmt For For For

Mgmt For For For Elect Director Marcel R. Coutu 1.2

Vote Summary Report


IGM Financial Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Voting Policy Rationale: WITHHOLD votes?are warranted for incumbent Nominating Committee members Robert Jeffrey Orr, Paul Desmarais Jr., Andre Desmarais, Gary Doer, Susan McArthur and John McCallum for lack of diversity on the board.Vote FOR the remaining proposed nominees.



Mgmt Withhold Withhold For Elect Director Gary Doer 1.5


Mgmt For For For Elect Director Susan Doniz 1.6

Mgmt For For For Elect Director Claude Genereux 1.7

Mgmt For For For Elect Director Sharon Hodgson 1.8

Mgmt For For For Elect Director Sharon MacLeod 1.9

Mgmt Withhold Withhold For Elect Director Susan J. McArthur 1.10


Mgmt Withhold Withhold For Elect Director John S. McCallum 1.11


Mgmt Withhold Withhold For Elect Director R. Jeffrey Orr 1.12


Mgmt For For For Elect Director James O'Sullivan 1.13

Mgmt For For For Elect Director Gregory D. Tretiak 1.14

Mgmt For For For Elect Director Beth Wilson 1.15


ManpowerGroup Inc.



Country: USA


Primary Security ID: 56418H100

Ticker: MAN

Vote Summary Report


ManpowerGroup Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1A Elect Director Gina R. Boswell Mgmt For For For

Mgmt For For For Elect Director Jean-Philippe Courtois 1B

Mgmt For For For Elect Director William Downe 1C

Mgmt For For For Elect Director John F. Ferraro 1D

Mgmt For For For Elect Director William P. Gipson 1E

Mgmt For For For Elect Director Patricia Hemingway Hall 1F

Mgmt For For For Elect Director Julie M. Howard 1G

Mgmt For For For Elect Director Ulice Payne, Jr. 1H

Mgmt For For For Elect Director Jonas Prising 1I

Mgmt For For For Elect Director Paul Read 1J

Mgmt For For For Elect Director Elizabeth P. Sartain 1K

Mgmt For For For Elect Director Michael J. Van Handel 1L




Amundi SA



Country: France


Primary Security ID: F0300Q103

Ticker: AMUN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Approve Financial Statements and Statutory Reports

1

Mgmt For For For Approve Consolidated Financial Statements and Statutory Reports

2


3

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


4

Vote Summary Report


Amundi SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Compensation Report 5

Mgmt For For For Approve Compensation of Yves Perrier, CEO 6


Mgmt For For For Approve Remuneration Policy of CEO, Until May 10, 2021

8

Mgmt For For For Approve Remuneration Policy of CEO, Until Dec. 31, 2021

9

Mgmt For For For Approve Remuneration Policy of Chairman of the Board, Until May 10, 2021

10

Mgmt For For For Approve Remuneration Policy of Chairman of the Board, Until Dec. 31, 2021

11

Mgmt For For For Advisory Vote on the Aggregate Remuneration Granted in 2021 to Senior Management,

Responsible Officers and Regulated Risk-Takers

12

Mgmt Against Against For Ratify Appointement of Michele Guibert as Director

13

Voting Policy Rationale: Votes AGAINST the (re)elections of these non-independent nominees are warranted given the lack of independence at the board level (30.8 percent vs 33.3 percent recommended) (Items 13-16 & 18).Votes AGAINST the reelection of M. Kadouch-Chassaing, and Mr. Mathieu are also warranted given their repeated low attendance at board meetings and the absence of any compelling explanations from the company (items 15 & 16)

Mgmt Against Against For Reelect Michele Guibert as Director 14


Mgmt Against Against For Reelect William Kadouch-Chassaing as Director 15


Mgmt Against Against For Reelect Michel Mathieu as Director 16


Mgmt For For For Acknowledge End of Mandate of Henri Buecher

as Director 17

Mgmt Against Against For Elect Patrice Gentie as Director 18


Mgmt For For For Acknowledge End of Mandate of Ernst & Young

as Auditor 19

Vote Summary Report


Amundi SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Appoint Mazars as Auditor 20

Mgmt For For For Acknowledge End of Mandate of Picarle et Associes as Alternate Auditor and Decision Not

to Replace

21


22


Mgmt For For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 10

Percent of Issued Capital

23


24


25

Mgmt For For For Authorize up to 2 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Some Employees and Corporate Officers

26


27

Mgmt For For For Amend Article 19 of Bylaws Re: Participation to General Meetings of Shareholders

28

Mgmt For For For Amend Article of Bylaws to Comply with Legal Changes

29


30

Arthur J. Gallagher & Co.



Country: USA



Ticker: AJG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Sherry S. Barrat Mgmt For For For

Mgmt For For For Elect Director William L. Bax 1b

Mgmt For For For Elect Director D. John Coldman 1c

Mgmt For For For Elect Director J. Patrick Gallagher, Jr. 1d

Mgmt For For For Elect Director David S. Johnson 1e

Mgmt For For For Elect Director Kay W. McCurdy 1f

Vote Summary Report


Arthur J. Gallagher & Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Christopher C. Miskel 1g

Mgmt For For For Elect Director Ralph J. Nicoletti 1h

Mgmt For For For Elect Director Norman L. Rosenthal 1i



3

Innergex Renewable Energy Inc.



Country: Canada



Ticker: INE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Daniel Lafrance Mgmt For For For

Mgmt For For For Elect Director Ross J. Beaty 1.2

Mgmt For For For Elect Director Pierre G. Brodeur 1.3

Mgmt For For For Elect Director Nathalie Francisci 1.4

Mgmt For For For Elect Director Richard Gagnon 1.5

Mgmt For For For Elect Director Michel Letellier 1.6

Mgmt For For For Elect Director Dalton James Patrick McGuinty 1.7

Mgmt For For For Elect Director Monique Mercier 1.8

Mgmt For For For Elect Director Ouma Sananikone 1.9

Mgmt For For For Elect Director Louis Veci 1.10




Approach 3

KION GROUP AG



Country: Germany


Primary Security ID: D4S14D103

Ticker: KGX

Vote Summary Report


KION GROUP AG

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction






Fiscal Year 2020 3


Fiscal Year 2020 4

Mgmt For For For Ratify Deloitte GmbH as Auditors for Fiscal Year

2021 5


Voting Policy Rationale: A vote AGAINST the remuneration policy is warranted because:* The policy contains scope for discretion which is significantly above market standards and allows for special bonus payments.* The +/-30 percent discretion via the modifier on the variable compensation is too high and not market practice.* While performance criteria are disclosed, the actual performance metrics/targets for the annual bonus and for part of the long-term bonus are not.


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

Shares

8

Mgmt For For For Amend Articles Re: AGM Convocation; Participation and Voting Rights; Proof of

Entitlement

9

NIBE Industrier AB



Country: Sweden


Primary Security ID: W6S38Z126

Ticker: NIBE.B

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Open Meeting Mgmt






Vote Summary Report


NIBE Industrier AB Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Receive Financial Statements and Statutory Reports; Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management

7


8.a


8.b

Mgmt For For For Approve Discharge of Board and President 8.c

Mgmt For For For Determine Number of Members (6) and Deputy Members (0) of Board

9


10

Mgmt For For For Approve Remuneration of Directors in the Aggregate Amount of SEK 2.7 Million; Approve

Remuneration of Auditors

11

Mgmt Against Against For Reelect Georg Brunstam, Gerteric Lindquist, Hans Linnarson (Chair), Anders Palsson, Jenny

Sjodahl and Jenny Larsson as Directors

12

Voting Policy Rationale: A vote AGAINST this proposal is warranted due to:* the presence of an executive on the board combined with the lack of an audit committee;* the presence of an overboarded director on the board.

Mgmt For For For Ratify KPMG as Auditors 13


Mgmt For For For Approve 4:1 Stock Split; Amend Articles Accordingly

15

Mgmt For For For Approve Issuance of Class B Shares up to 10 Percent of Issued Shares without Preemptive

Rights

16

Mgmt For For For Approve Remuneration Policy And Other Terms of Employment For Executive Management

17


Prudential Financial, Inc.



Country: USA



Ticker: PRU

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Thomas J. Baltimore, Jr. Mgmt For For For

Vote Summary Report


Prudential Financial, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Gilbert F. Casellas 1.2

Mgmt For For For Elect Director Robert M. Falzon 1.3

Mgmt For For For Elect Director Martina Hund-Mejean 1.4

Mgmt For For For Elect Director Wendy E. Jones 1.5

Mgmt For For For Elect Director Karl J. Krapek 1.6

Mgmt For For For Elect Director Peter R. Lighte 1.7

Mgmt For For For Elect Director Charles F. Lowrey 1.8

Mgmt For For For Elect Director George Paz 1.9

Mgmt For For For Elect Director Sandra Pianalto 1.10

Mgmt For For For Elect Director Christine A. Poon 1.11

Mgmt For For For Elect Director Douglas A. Scovanner 1.12

Mgmt For For For Elect Director Michael A. Todman 1.13



3




Swire Properties Ltd.



Country: Hong Kong



Ticker: 1972

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Patrick Healy as Director Mgmt For For For

Mgmt Against Against For Elect Lung Ngan Yee Fanny as Director 1b

Voting Policy Rationale: A vote AGAINST the election of executive director Ngan Yee (Fanny) Lung is warranted given that there is no formal nomination committee and the board is not majority independent.In the absence of any significant issues concerning other nominees, a vote FOR their election is warranted.

Mgmt For For For Elect Martin James Murray as Director 1c

Vote Summary Report


Swire Properties Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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

2


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

4

Voting Policy Rationale: A vote AGAINST this resolution is warranted for the following:* The share issuance limit is greater than 10 percent of the relevant class of shares.* The company has not specified the discount limit.

Waters Corporation



Country: USA



Ticker: WAT

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Udit Batra Mgmt For For For

Mgmt For For For Elect Director Linda Baddour 1.2

Mgmt For For For Elect Director Michael J. Berendt 1.3

Mgmt For For For Elect Director Edward Conard 1.4

Mgmt For For For Elect Director Gary E. Hendrickson 1.5

Mgmt For For For Elect Director Pearl S. Huang 1.6

Mgmt For For For Elect Director Christopher A. Kuebler 1.7

Mgmt For For For Elect Director Flemming Ornskov 1.8

Mgmt For For For Elect Director Thomas P. Salice 1.9

Mgmt For For For Ratify PricewaterhouseCoopers LLP as Auditor 2



ATOS SE



Country: France



Ticker: ATO

Vote Summary Report


ATOS SE

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Reports 1

Mgmt Against Against For Approve Consolidated Financial Statements and

Statutory Reports 2

Voting Policy Rationale: A vote FOR the approval of the company's financial statements and statutory report (Item 1) is warranted as they do not raise specific concerns.A vote AGAINST the approval of the company's consolidated financial statements and Statutory reports (Item 2) is warranted due to the auditors' qualified opinion on two US entities of the Company.


3

Mgmt For For For Reelect Vivek Badrinath as Director 4

Mgmt For For For Reelect Bertrand Meunier as Director 5

Mgmt For For For Reelect Aminata Niane as Director 6

Mgmt For For For Reelect Lynn Paine as Director 7

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

8

Mgmt For For For Approve Compensation of Bertrand Meunier, Chairman of the Board

9

Mgmt For For For Approve Compensation of Elie Girard, CEO 10




13


Mgmt For For For Say-on-Climate 15


16



17


18



19


20

Vote Summary Report


ATOS SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Amend Bylaws to Comply with Legal Changes 21


22

Covetrus, Inc.



Country: USA



Ticker: CVET

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Mark J. Manoff Mgmt For For For

Mgmt For For For Elect Director Edward M. McNamara 1.2

Mgmt For For For Elect Director Steven Paladino 1.3

Mgmt For For For Elect Director Sandra Peterson 1.4

Mgmt For For For Ratify BDO USA, LLP as Auditors 2

Mgmt For For For Eliminate Supermajority Vote Requirement 3



First Solar, Inc.



Country: USA



Ticker: FSLR

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Michael J. Ahearn Mgmt For For For

Mgmt For For For Elect Director Sharon L. Allen 1.2

Mgmt For For For Elect Director Richard D. Chapman 1.3

Mgmt For For For Elect Director George A. Hambro 1.4

Mgmt For For For Elect Director Kathryn A. Hollister 1.5

Vote Summary Report


First Solar, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Director Molly E. Joseph 1.6

Voting Policy Rationale: A vote AGAINST incumbent nominating committee members Molly Joseph, William Post, Paul Stebbins, and Michael Sweeney is warranted for lack of diversity on the board.A vote FOR the remaining nominees is warranted.

Mgmt For For For Elect Director Craig Kennedy 1.7

Mgmt Against Against For Elect Director William J. Post 1.8


Mgmt Against Against For Elect Director Paul H. Stebbins 1.9


Mgmt Against Against For Elect Director Michael Sweeney 1.10


Mgmt For For For Elect Director Mark R. Widmar 1.11


SH For For Against Report on Board Diversity 3

Voting Policy Rationale: A vote FOR this resolution is warranted because the company's board nomination criteria do not specifically ensure that director candidate pools include diverse candidates. This is of heightened concern given that the board currently has no racially or ethnically diverse directors.

Intact Financial Corporation



Country: Canada


Primary Security ID: 45823T106

Ticker: IFC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Charles Brindamour Mgmt For For For

Mgmt For For For Elect Director Janet De Silva 1.2

Mgmt For For For Elect Director Claude Dussault 1.3

Mgmt For For For Elect Director Jane E. Kinney 1.4

Mgmt For For For Elect Director Robert G. Leary 1.5

Mgmt For For For Elect Director Sylvie Paquette 1.6

Mgmt For For For Elect Director Timothy H. Penner 1.7

Mgmt For For For Elect Director Stuart J. Russell 1.8

Vote Summary Report


Intact Financial Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Indira V. Samarasekera 1.9

Mgmt For For For Elect Director Frederick Singer 1.10

Mgmt For For For Elect Director Carolyn A. Wilkins 1.11

Mgmt For For For Elect Director William L. Young 1.12


Mgmt For For For Allow Board to Appoint Additional Directors Up to a Maximum of One Third of the Number of

Directors Elected at the Previous Meeting

3


4

Mgmt For For For Approve Stock Option Plan 5

Mednax, Inc.



Country: USA



Ticker: MD

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Karey D. Barker Mgmt For For For

Mgmt For For For Elect Director Waldemar A. Carlo 1.2

Mgmt For For For Elect Director Paul G. Gabos 1.3

Mgmt For For For Elect Director Manuel Kadre 1.4

Mgmt For For For Elect Director Thomas A. McEachin 1.5

Mgmt For For For Elect Director Roger J. Medel 1.6

Mgmt For For For Elect Director Mark S. Ordan 1.7

Mgmt For For For Elect Director Michael A. Rucker 1.8

Mgmt For For For Elect Director Guy P. Sansone 1.9

Mgmt For For For Elect Director John M. Starcher, Jr. 1.10

Mgmt For For For Elect Director Shirley A. Weis 1.11


Mgmt For For For Amend Nonqualified Employee Stock Purchase

Plan 3

Vote Summary Report


Mednax, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction




5

National Express Group Plc





Primary Security ID: G6374M109

Ticker: NEX

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction




Voting Policy Rationale: A vote AGAINST the remuneration report is considered warranted:* The Remuneration Committee reinstated the CFO's 8.5% salary increase in November 2020 (originally awarded from 1 January 2020 and subsequently voluntarily waived by the Executive Director due to the emergence of the Covid-19 pandemic);* A further 6.25% salary increase was also proposed for the CFO, effective November 2020; and* The CFO was granted a FY2021 LTIP award at 200% of salary, under the exceptional LTIP limit available in the current remuneration policy.The timing and appropriateness of the CFO's remuneration arrangement raise concerns, given the significant impact that the COVID-19 pandemic has had on the Company, resulting in staff redundancies, furloughing staff through participation in government assistance schemes, and raising capital through a share placing to improve the Company's liquidity position.


Voting Policy Rationale: A vote AGAINST this resolution is warranted:* The proposed increase to the normal maximum LTIP opportunity, from 150% to 200% of salary, for all Executive Directors raises concerns in light of the material salary increase awarded to the CFO.

Mgmt Against Against For Re-elect Sir John Armitt as Director 4

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Sir John Armitt, Matthew Crummack, Jorge Cosmen Menendez-Castañedo, Ana De Pro Gonzalo, Karen Geary, Michael (Mike) McKeon and Ashley Steel are warranted for lack of diversity on the board.Votes FOR the remaining nominees are warranted.

Mgmt Against Against For Re-elect Jorge Cosmen as Director 5


Mgmt Against Against For Re-elect Matthew Crummack as Director 6


Mgmt For For For Re-elect Chris Davies as Director 7

Vote Summary Report


National Express Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Ignacio Garat as Director 8

Mgmt Against Against For Re-elect Karen Geary as Director 9


Mgmt Against Against For Re-elect Ana de Pro Gonzalo as Director 10


Mgmt Against Against For Re-elect Mike McKeon as Director 11


Mgmt Against Against For Re-elect Ashley Steel as Director 12


Mgmt For For For Reappoint Deloitte LLP as Auditors 13



Expenditure 15



Rights 17


18




SAP SE



Country: Germany



Ticker: SAP

Vote Summary Report


SAP SE

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction






Fiscal Year 2020 3


Fiscal Year 2020 4

Mgmt For For For Ratify KPMG AG as Auditors for Fiscal Year 2021 5

Mgmt For For For Elect Qi Lu to the Supervisory Board 6.1

Mgmt For For For Elect Rouven Westphal to the Supervisory Board 6.2

Mgmt For For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Billion; Approve Creation of EUR 100 Million Pool of Capital to Guarantee Conversion Rights

7

Mgmt For For For Amend Corporate Purpose 8

Mgmt For For For Amend Articles Re: Proof of Entitlement 9

Skyworks Solutions, Inc.



Country: USA


Primary Security ID: 83088M102

Ticker: SWKS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Alan S. Batey Mgmt For Against Against

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Alan Batey, Kevin Beebe, Timothy Furey and Kimberly Stevenson are warranted for lack of diversity on the board.A vote FOR the remaining director nominees is warranted.

Mgmt Against Against For Elect Director Kevin L. Beebe 1b


Vote Summary Report


Skyworks Solutions, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Director Timothy R. Furey 1c


Mgmt For For For Elect Director Liam K. Griffin 1d

Mgmt For For For Elect Director Christine King 1e

Mgmt For For For Elect Director David P. McGlade 1f

Mgmt For For For Elect Director Robert A. Schriesheim 1g

Mgmt Against Against For Elect Director Kimberly S. Stevenson 1h


Mgmt For For For Ratify KPMG LLP as Auditor 2


3

Voting Policy Rationale: A vote AGAINST this proposal is warranted. There are significant concerns with respect to the equity compensation program. Specifically, a large portion of LTI awards may be earned based on annual performance, which undermines the long-term nature of such awards. Also, the one long-term metric utilized by performance shares may be earned at target for TSR at only the median of the comparator group, which is not viewed as a particularly rigorous goal, and the proxy does not disclose a vesting cap for instances of negative absolute TSR. In addition, the company lowered the threshold for TSR performance for the current awards from the 40th to the 25th percentile, with limited rationale. The company also provided a large ($5 million) retention award to the CEO and other NEOs received significant one-time awards that are not performance based.


SH For For None Adopt Simple Majority Vote 5

Xylem Inc.



Country: USA



Ticker: XYL

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Jeanne Beliveau-Dunn Mgmt For For For

Mgmt For For For Elect Director Patrick K. Decker 1b

Mgmt For For For Elect Director Robert F. Friel 1c

Mgmt For For For Elect Director Jorge M. Gomez 1d

Mgmt For For For Elect Director Victoria D. Harker 1e

Vote Summary Report


Xylem Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Steven R. Loranger 1f

Mgmt For For For Elect Director Surya N. Mohapatra 1g

Mgmt For For For Elect Director Jerome A. Peribere 1h

Mgmt For For For Elect Director Markos I. Tambakeras 1i

Mgmt For For For Elect Director Lila Tretikov 1j

Mgmt For For For Elect Director Uday Yadav 1k



3

SH For For Against Amend Proxy Access Right 4

Voting Policy Rationale: A vote FOR this proposal is warranted as the proposed elimination of the 20-shareholder aggregation limit would improve the company's existing proxy access right for shareholders.

Henry Schein, Inc.



Country: USA



Ticker: HSIC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Mohamad Ali Mgmt For For For

Mgmt For For For Elect Director Barry J. Alperin 1b

Mgmt For For For Elect Director Gerald A. Benjamin 1c

Mgmt For For For Elect Director Stanley M. Bergman 1d

Mgmt For For For Elect Director James P. Breslawski 1e

Mgmt For For For Elect Director Deborah Derby 1f

Mgmt For For For Elect Director Joseph L. Herring 1g

Mgmt For For For Elect Director Kurt P. Kuehn 1h

Mgmt For For For Elect Director Philip A. Laskawy 1i

Mgmt For For For Elect Director Anne H. Margulies 1j

Mgmt For For For Elect Director Mark E. Mlotek 1k

Mgmt For For For Elect Director Steven Paladino 1l

Mgmt For For For Elect Director Carol Raphael 1m

Vote Summary Report


Henry Schein, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director E. Dianne Rekow 1n

Mgmt For For For Elect Director Bradley T. Sheares 1o

Mgmt For For For Elect Director Reed V. Tuckson 1p


2

Mgmt For For For Ratify BDO USA, LLP as Auditor 3

Intel Corporation



Country: USA



Ticker: INTC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Patrick P. Gelsinger Mgmt For For For

Mgmt For For For Elect Director James J. Goetz 1b

Mgmt For For For Elect Director Alyssa Henry 1c

Mgmt For For For Elect Director Omar Ishrak 1d

Mgmt For For For Elect Director Risa Lavizzo-Mourey 1e

Mgmt For For For Elect Director Tsu-Jae King Liu 1f

Mgmt For For For Elect Director Gregory D. Smith 1g

Mgmt For For For Elect Director Dion J. Weisler 1h

Mgmt For For For Elect Director Frank D. Yeary 1i




Voting Policy Rationale: Following low support for this proposal last year, the committee demonstrated adequate responsiveness by disclosing shareholder engagement and feedback as well as certain improvements to the pay program. These included improved disclosure around operational goals as well as a redesigned STI program for FY21. While in FY20 there continued to be goal rigor concerns surrounding STI goals, it appears that this will be addressed by the redesigned STI program for FY21. Nevertheless, there is ongoing concern around the CEO's relatively high target and maximum payout opportunities under the bonus program. In addition, half of the CEO's annual PSU awards continue to target merely median performance, with no disclosed vesting cap for negative TSR.There are additional concerns regarding the pay magnitude and structure of compensation arrangements approved for Patrick Gelsinger, who was appointed CEO in 2021. It is estimated that his equity awards will be valued at approximately $110 million. While $50 million of Gelsinger's equity awards are to cover forfeited pay from his previous employer, and a portion of the grants are performance-conditioned, there is no indication that these awards are intended to cover multiple years of future equity grants, despite a very large award value. Further, the design of certain awards may reward for temporary peaks in share price performance.In light of these concerns, a vote AGAINST this proposal is warranted.

Vote Summary Report


Intel Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



SH For For Against Report on Global Median Gender/Racial Pay Gap 5

Voting Policy Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from measuring the progress of the company's existing diversity and inclusion initiatives. Additionally, adoption of this proposal should serve to further strengthen the company's existing diversity initiative.

SH For For Against Report on Whether Written Policies or Unwritten Norms Reinforce Racism in Company Culture

6

Voting Policy Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information allowing them to better measure the progress of the company's existing diversity and inclusion initiatives.

Invesco Ltd.



Country: Bermuda


Primary Security ID: G491BT108

Ticker: IVZ

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Sarah E. Beshar Mgmt For Against

Mgmt For For Elect Director Thomas M. Finke 1.2

Mgmt For For Elect Director Martin L. Flanagan 1.3

Mgmt For For Elect Director Edward P. Garden 1.4

Mgmt Against For Elect Director William (Bill) F. Glavin, Jr. 1.5

Mgmt Against For Elect Director C. Robert Henrikson 1.6

Mgmt Against For Elect Director Denis Kessler 1.7

Mgmt For For Elect Director Nelson Peltz 1.8

Mgmt Against For Elect Director Nigel Sheinwald 1.9

Mgmt For For Elect Director Paula C. Tolliver 1.10

Mgmt Against For Elect Director G. Richard Wagoner, Jr. 1.11

Mgmt Against For Elect Director Phoebe A. Wood 1.12

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

2

Mgmt For For Amend Omnibus Stock Plan 3

Vote Summary Report


Invesco Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Juniper Networks, Inc.



Country: USA



Ticker: JNPR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Gary Daichendt Mgmt For For For

Mgmt For For For Elect Director Anne DelSanto 1b

Mgmt For For For Elect Director Kevin DeNuccio 1c

Mgmt For For For Elect Director James Dolce 1d

Mgmt For For For Elect Director Christine Gorjanc 1e

Mgmt For For For Elect Director Janet Haugen 1f

Mgmt For For For Elect Director Scott Kriens 1g

Mgmt For For For Elect Director Rahul Merchant 1h

Mgmt For For For Elect Director Rami Rahim 1i

Mgmt For For For Elect Director William Stensrud 1j




SBA Communications Corporation



Country: USA



Ticker: SBAC

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Mary S. Chan Mgmt For Against Against

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Mary Chan and George Krouse Jr. are warranted for lack of diversity on the board.

Vote Summary Report


SBA Communications Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Director George R. Krouse, Jr. 1.2

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Mary Chan and George Krouse Jr. are warranted for lack of diversity on the board.



3

The GPT Group



Country: Australia


Primary Security ID: Q4252X155

Ticker: GPT

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Vickki McFadden as Director Mgmt For For For

Mgmt For For For Elect Robert Whitfield as Director 2


Mgmt For For For Approve Grant of Performance Rights to Robert

Johnston 4

Mgmt For For For Approve Re-insertion of Proportional Takeover

Provisions 5

Aegion Corporation



Country: USA



Ticker: AEGN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Advisory Vote on Golden Parachutes 2


Vote Summary Report


ANSYS, Inc.



Country: USA



Ticker: ANSS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Jim Frankola Mgmt For For For

Mgmt For For For Elect Director Alec D. Gallimore 1b

Mgmt For For For Elect Director Ronald W. Hovsepian 1c

Mgmt For For For Ratify Deloitte & Touche LLP as Auditor 2



4


Voting Policy Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement would enhance shareholder rights.

Power Corporation of Canada



Country: Canada



Ticker: POW

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Meeting for Participating Preferred and Subordinate Voting Shareholders

Mgmt

Mgmt For For For Elect Director Pierre Beaudoin 1.1

Mgmt For For For Elect Director Marcel R. Coutu 1.2


Voting Policy Rationale: Vote WITHHOLD for Paul Desmarais Jr. and Andre Desmarais for serving as controlling shareholders on the Governance and Nominating Committee.WITHHOLD votes are warranted for incumbent Nominating Committee members Paul Desmarais Jr., Anthony Graham, Andre Desmarais, Isabelle Marcoux and Christian Noyer for lack of diversity on the board.Votes FOR the remaining nominees are warranted.



Mgmt For For For Elect Director Gary A. Doer 1.5

Vote Summary Report


Power Corporation of Canada Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Anthony R. Graham 1.6


Mgmt For For For Elect Director J. David A. Jackson 1.7

Mgmt For For For Elect Director Sharon MacLeod 1.8

Mgmt For For For Elect Director Paula B. Madoff 1.9

Mgmt Withhold Withhold For Elect Director Isabelle Marcoux 1.10


Mgmt Withhold Withhold For Elect Director Christian Noyer 1.11


Mgmt For For For Elect Director R. Jeffrey Orr 1.12

Mgmt For For For Elect Director T. Timothy Ryan, Jr. 1.13

Mgmt For For For Elect Director Siim A. Vanaselja 1.14



Approach 3

Interface, Inc.



Country: USA



Ticker: TILE

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director John P. Burke Mgmt For For For

Mgmt For For For Elect Director Dwight Gibson 1.2

Mgmt For For For Elect Director Daniel T. Hendrix 1.3

Mgmt For For For Elect Director Christopher G. Kennedy 1.4

Mgmt For For For Elect Director Joseph Keough 1.5

Vote Summary Report


Interface, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Catherine M. Kilbane 1.6

Mgmt For For For Elect Director K. David Kohler 1.7

Mgmt For For For Elect Director Sheryl D. Palmer 1.8


2

Mgmt For For For Ratify BDO USA, LLP as Auditors 3

Alexandria Real Estate Equities, Inc.



Country: USA



Ticker: ARE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Joel S. Marcus Mgmt For For For

Mgmt For For For Elect Director Steven R. Hash 1.2

Mgmt Against Against For Elect Director James P. Cain 1.3

Voting Policy Rationale: A vote AGAINST incumbent nominating and governance committee members James Cain, Maria Freire, and Michael Woronoff is warranted due to the following concerns:* Lack of diversity on the board; and* A material governance failure. The company's governing documents prohibit shareholders’ ability to amend the company's bylaws.A vote FOR the remaining director nominees is warranted.

Mgmt Against Against For Elect Director Maria C. Freire 1.4


Mgmt For For For Elect Director Jennifer Friel Goldstein 1.5

Mgmt For For For Elect Director Richard H. Klein 1.6

Mgmt Against Against For Elect Director Michael A. Woronoff 1.7



2


Vote Summary Report


Amgen Inc.



Country: USA



Ticker: AMGN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Wanda M. Austin Mgmt For For For

Mgmt For For For Elect Director Robert A. Bradway 1b

Mgmt For For For Elect Director Brian J. Druker 1c

Mgmt Against Against For Elect Director Robert A. Eckert 1d

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee member Greg Garland are warranted for lack of diversity on the board.

Mgmt Against Against For Elect Director Greg C. Garland 1e


Mgmt Against Against For Elect Director Charles M. Holley, Jr. 1f


Mgmt For For For Elect Director Tyler Jacks 1g

Mgmt Against Against For Elect Director Ellen J. Kullman 1h


Mgmt For For For Elect Director Amy E. Miles 1i

Mgmt Against Against For Elect Director Ronald D. Sugar 1j


Mgmt Against Against For Elect Director R. Sanders Williams 1k



2


Elia Group SA/NV



Country: Belgium


Primary Security ID: B35656105

Ticker: ELI

Vote Summary Report


Elia Group SA/NV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Annual/Special Meeting Mgmt

Mgmt Annual Meeting Agenda

Mgmt Receive Directors' Reports (Non-Voting) 1

Mgmt Receive Auditors' Reports (Non-Voting) 2

Mgmt For For For Approve Financial Statements and Allocation of

Income 3


Voting Policy Rationale: A vote AGAINST is warranted, because:* The company does not provide caps and award levels regarding the variable remuneration of the executives, which is not in line with best market practices; and* The policy explicitly allows for one-off extraordinary awards without providing a further framework or cap.


Voting Policy Rationale: A vote AGAINST is warranted, based on:* The overall level of disclosure is considered insufficient and below market practice; and* The company failed to provide insight into the performance metrics targets, and award levels of the short-term and long-term incentive plans. Moreover, although the levels of achievement have been disclosed regarding the STI award plan, no further explanation on how they were assessed was provided, making it hard to assess pay for performance.* The company failed to disclose the CEO pay ratio whereas this is a legal requirement in Belgium.

Mgmt Receive Directors' Report on Consolidated Financial Statements

6

Mgmt Receive Auditors' Report on Consolidated Financial Statements

7

Mgmt Receive Consolidated Financial Statements and Statutory Reports (Non-Voting)

8

Mgmt For For For Approve Discharge of Directors 9

Mgmt For For For Approve Discharge of Auditors 10

Mgmt Against Against For Reelect Saskia Van Uffelen, Luc De Temmerman and Frank Donck as Independent Directors

11

Voting Policy Rationale: A vote AGAINST this bundled election is warranted because* The item is bundled in deviation of market best practice* Nominee Frank Donck is considered to be overboarded.

Mgmt For For For Acknowledge Voluntary Resignation of Kris Peeters as Director and Approve the Co-optation

of Pieter de Crem as Director

12

Mgmt Transact Other Business 13

Mgmt Special Meeting Agenda


1

Vote Summary Report


Mid-America Apartment Communities, Inc.



Country: USA


Primary Security ID: 59522J103

Ticker: MAA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director H. Eric Bolton, Jr. Mgmt For For For

Mgmt For For For Elect Director Alan B. Graf, Jr. 1b

Mgmt Against Against For Elect Director Toni Jennings 1c

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Toni Jennings, James Lowder, Monica McGurk, Claude Nielsen and Gary Shorb are warranted for lack of diversity on the board.Votes FOR the remaining nominees are warranted.

Mgmt For For For Elect Director Edith Kelly-Green 1d

Mgmt Against Against For Elect Director James K. Lowder 1e


Mgmt For For For Elect Director Thomas H. Lowder 1f

Mgmt Against Against For Elect Director Monica McGurk 1g


Mgmt Against Against For Elect Director Claude B. Nielsen 1h


Mgmt For For For Elect Director Philip W. Norwood 1i

Mgmt For For For Elect Director W. Reid Sanders 1j

Mgmt Against Against For Elect Director Gary Shorb 1k


Mgmt For For For Elect Director David P. Stockert 1l


2


Orange SA



Country: France


Primary Security ID: F6866T100

Ticker: ORA

Vote Summary Report


Orange SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Reports 1


Statutory Reports 2



Mgmt For For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

4

Mgmt For For For Reelect Bpifrance Participations as Director 5

Mgmt For For For Renew Appointment of KPMG as Auditor 6

Mgmt For For For Renew Appointment of Salustro Reydel as

Alternate Auditor 7

Mgmt For For For Appoint Deloitte as Auditor 8

Mgmt For For For Appoint Beas as Alternate Auditor 9

Mgmt For For For Ratify Change Location of Registered Office to 111 Quai du President Roosevelt, 92130 Issy-les-Moulineaux

10


Mgmt For For For Approve Compensation of Stephane Richard,

Chairman and CEO 12

Mgmt For For For Approve Compensation of Ramon Fernandez,

Vice-CEO 13

Mgmt For For For Approve Compensation of Gervais Pellissier,

Vice-CEO 14

Mgmt For For For Approve Remuneration Policy of the Chairman

and CEO 15






Mgmt For For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion

19

Vote Summary Report


Orange SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Allow Board to Use Delegations under Item 19 Above in the Event of a Public Tender Offer

20

Voting Policy Rationale: Votes AGAINST these antitakeover mechanisms are warranted.

Mgmt For For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion

21

Mgmt Against Against For Allow Board to Use Delegations under Item 21

Above in the Event of a Public Tender Offer 22


Mgmt For 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 1 Billion

23


24


Mgmt Against Against For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 19-24

25

Voting Policy Rationale: * Votes FOR the authorizations under Items 19, 21, 23, 26 and 28 are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.* A vote AGAINST Item 25 is warranted as it can be used during a takeover period.* A vote FOR the total limit proposed under Item 30 is warranted as it limits shareholder dilution under all authorizations together.

Mgmt For For For Authorize Capital Increase of Up to EUR 1 Billion for Future Exchange Offers

26


27


Mgmt For For For Authorize Capital Increase of up to 10 Percent

of Issued Capital for Contributions in Kind 28

Mgmt Against Against For Allow Board to Use Delegations under Item 28

Above in the Event of a Public Tender Offer 29


Mgmt For For For Set Total Limit for Capital Increase to Result

from All Issuance Requests at EUR 3 Billion 30

Mgmt For For For Authorize up to 0.07 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Some

Employees and Executive Corporate Officers

31



Vote Summary Report


Orange SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Authorize Capitalization of Reserves of Up to EUR 2 Billion for Bonus Issue or Increase in Par

Value

33


34


35

Mgmt Shareholder Proposals Submitted by Fonds Commun de Placement d Entreprise Orange

Actions

SH Against Against Against Amending Item 31 of Current Meeting to Align the Allocation of Free Shares to the Group Employees with that of LTIP Incentives for Executives

A

SH Against Against Against Amend Article 13 of Bylaws Re: Plurality of Directorships

B

SH Access of Women to Positions of Responsibility and Equal Pay

C

Principal Financial Group, Inc.



Country: USA



Ticker: PFG

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Roger C. Hochschild Mgmt For For For

Mgmt For For For Elect Director Daniel J. Houston 1.2

Mgmt For For For Elect Director Diane C. Nordin 1.3

Mgmt For For For Elect Director Alfredo Rivera 1.4





CBRE Group, Inc.



Country: USA



Ticker: CBRE

Vote Summary Report


CBRE Group, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Brandon B. Boze Mgmt For For For

Mgmt For For For Elect Director Beth F. Cobert 1b

Mgmt For For For Elect Director Reginald H. Gilyard 1c

Mgmt For For For Elect Director Shira D. Goodman 1d

Mgmt For For For Elect Director Christopher T. Jenny 1e

Mgmt For For For Elect Director Gerardo I. Lopez 1f

Mgmt For For For Elect Director Oscar Munoz 1g

Mgmt For For For Elect Director Robert E. Sulentic 1h

Mgmt For For For Elect Director Laura D. Tyson 1i

Mgmt For For For Elect Director Sanjiv Yajnik 1j




SH For For Against Reduce Ownership Threshold for Shareholders

to Call Special Meeting 4

Voting Policy Rationale: A vote FOR this proposal is warranted as it would further enhance shareholders' existing right to call special meetings.

Cerner Corporation



Country: USA



Ticker: CERN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Mitchell E. Daniels, Jr. Mgmt For For For

Mgmt For For For Elect Director Elder Granger 1b

Mgmt For For For Elect Director John J. Greisch 1c

Mgmt For For For Elect Director Melinda J. Mount 1d




Vote Summary Report


Cerner Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

SH For For Against Eliminate Supermajority Vote Requirement 4

Voting Policy Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement would enhance shareholder rights.

Fidelity National Information Services, Inc.



Country: USA



Ticker: FIS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Ellen R. Alemany Mgmt For For For

Mgmt For For For Elect Director Jeffrey A. Goldstein 1b

Mgmt For For For Elect Director Lisa A. Hook 1c

Mgmt For For For Elect Director Keith W. Hughes 1d

Mgmt For For For Elect Director Gary L. Lauer 1e

Mgmt For For For Elect Director Gary A. Norcross 1f

Mgmt For For For Elect Director Louise M. Parent 1g

Mgmt For For For Elect Director Brian T. Shea 1h

Mgmt For For For Elect Director James B. Stallings, Jr. 1i

Mgmt For For For Elect Director Jeffrey E. Stiefler 1j




G8 Education Limited



Country: Australia



Ticker: GEM

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Margaret Zabel as Director 2

Vote Summary Report


G8 Education Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Issuance of Performance Rights to Gary Carroll

3


4

Robert Half International Inc.



Country: USA



Ticker: RHI

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Julia L. Coronado Mgmt For For For

Mgmt For For For Elect Director Dirk A. Kempthorne 1b

Mgmt For For For Elect Director Harold M. Messmer, Jr. 1c

Mgmt For For For Elect Director Marc H. Morial 1d

Mgmt For For For Elect Director Barbara J. Novogradac 1e

Mgmt For For For Elect Director Robert J. Pace 1f

Mgmt For For For Elect Director Frederick A. Richman 1g

Mgmt For For For Elect Director M. Keith Waddell 1h




Verisk Analytics, Inc.



Country: USA



Ticker: VRSK

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Samuel G. Liss Mgmt For For For

Mgmt For For For Elect Director Bruce E. Hansen 1b

Mgmt For For For Elect Director Therese M. Vaughan 1c

Vote Summary Report


Verisk Analytics, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Kathleen A. Hogenson 1d


2



AIA Group Limited



Country: Hong Kong


Primary Security ID: Y002A1105

Ticker: 1299

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction




Mgmt For For For Elect Lee Yuan Siong as Director 3

Mgmt For For For Elect Chung-Kong Chow as Director 4

Mgmt For For For Elect John Barrie Harrison as Director 5

Mgmt For For For Elect Lawrence Juen-Yee Lau as Director 6

Mgmt For For For Elect Cesar Velasquez Purisima as Director 7

Mgmt For For For Approve PricewaterhouseCoopers as Auditor

and Authorize Board to Fix Their Remuneration 8


Securities without Preemptive Rights 9A

Mgmt For For For Authorize Repurchase of Issued Share Capital 9B

AvalonBay Communities, Inc.



Country: USA



Ticker: AVB

Vote Summary Report


AvalonBay Communities, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Glyn F. Aeppel Mgmt For For For

Mgmt For For For Elect Director Terry S. Brown 1b

Mgmt For For For Elect Director Alan B. Buckelew 1c

Mgmt For For For Elect Director Ronald L. Havner, Jr. 1d

Mgmt For For For Elect Director Stephen P. Hills 1e

Mgmt For For For Elect Director Christopher B. Howard 1f

Mgmt For For For Elect Director Richard J. Lieb 1g

Mgmt For For For Elect Director Nnenna Lynch 1h

Mgmt For For For Elect Director Timothy J. Naughton 1i

Mgmt For For For Elect Director Benjamin W. Schall 1j

Mgmt For For For Elect Director Susan Swanezy 1k

Mgmt For For For Elect Director W. Edward Walter 1l




Boston Properties, Inc.



Country: USA



Ticker: BXP

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Joel I. Klein Mgmt For For For

Mgmt For For For Elect Director Kelly A. Ayotte 1b

Mgmt For For For Elect Director Bruce W. Duncan 1c

Mgmt For For For Elect Director Karen E. Dykstra 1d

Mgmt For For For Elect Director Carol B. Einiger 1e

Mgmt For For For Elect Director Diane J. Hoskins 1f

Mgmt For For For Elect Director Douglas T. Linde 1g

Vote Summary Report


Boston Properties, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Matthew J. Lustig 1h

Mgmt For For For Elect Director Owen D. Thomas 1i

Mgmt For For For Elect Director David A. Twardock 1j

Mgmt For For For Elect Director William H. Walton, III 1k


2



Capgemini SE



Country: France


Primary Security ID: F4973Q101

Ticker: CAP

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Reports 1


Statutory Reports 2





Mgmt For For For Approve Compensation of Paul Hermelin,

Chairman and CEO Until 20 May 2020 5

Mgmt For For For Approve Compensation of Aiman Ezzat,

Vice-CEO Until 20 May 2020 6

Mgmt For For For Approve Compensation of Paul Hermelin,

Chairman of the Board Since 20 May 2020 7

Mgmt For For For Approve Compensation of Aiman Ezzat, CEO

Since 20 May 2020 8



the Board 10


Vote Summary Report


Capgemini SE Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Reelect Patrick Pouyanne as Director 13

Mgmt For For For Elect Tanja Rueckert as Director 14

Mgmt For For For Elect Kurt Sievers as Director 15


16


Mgmt For For For Amend Articles 12 of Bylaws to Comply with Legal Changes

17

Mgmt For For For Authorize up to 1.2 Percent of Issued Capital for Use in Restricted Stock Plans Under Performance Conditions Reserved for Employees and Executive Officers

18


19



20


21

Chubb Limited





Primary Security ID: H1467J104

Ticker: CB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt For For For Allocate Disposable Profit 2.1

Mgmt For For For Approve Dividend Distribution From Legal Reserves Through Capital Contributions Reserve Subaccount

2.2


Mgmt For For For Ratify PricewaterhouseCoopers AG (Zurich) as

Statutory Auditor 4.1

Mgmt For For For Ratify PricewaterhouseCoopers LLP (United States) as Independent Registered Accounting Firm

4.2

Vote Summary Report


Chubb Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Ratify BDO AG (Zurich) as Special Audit Firm 4.3

Mgmt For For For Elect Director Evan G. Greenberg 5.1

Mgmt For For For Elect Director Michael P. Connors 5.2

Mgmt For For For Elect Director Michael G. Atieh 5.3

Mgmt For For For Elect Director Sheila P. Burke 5.4

Mgmt For For For Elect Director Mary Cirillo 5.5

Mgmt For For For Elect Director Robert J. Hugin 5.6

Mgmt For For For Elect Director Robert W. Scully 5.7

Mgmt For For For Elect Director Eugene B. Shanks, Jr. 5.8

Mgmt For For For Elect Director Theodore E. Shasta 5.9

Mgmt For For For Elect Director David H. Sidwell 5.10

Mgmt For For For Elect Director Olivier Steimer 5.11

Mgmt For For For Elect Director Luis Tellez 5.12

Mgmt For For For Elect Director Frances F. Townsend 5.13

Mgmt Against Against For Elect Evan G. Greenberg as Board Chairman 6

Voting Policy Rationale: A vote AGAINST the election of Evan G. Greenberg as chairman of the board is warranted given that Greenberg serves as the company's CEO.

Mgmt For For For Elect Michael P. Connors as Member of the Compensation Committee

7.1

Mgmt For For For Elect Mary Cirillo as Member of the Compensation Committee

7.2

Mgmt For For For Elect Frances F. Townsend as Member of the Compensation Committee

7.3

Mgmt For For For Designate Homburger AG as Independent Proxy 8


Mgmt For For For Approve CHF 86,557,222.50 Reduction in Share Capital via Cancellation in Nominal Value of CHF

24.15 each

10

Mgmt For For For Approve the Maximum Aggregate Remuneration of Directors

11.1

Mgmt For For For Approve Remuneration of Executive Management in the Amount of USD 48 Million

for Fiscal 2022

11.2


12

Vote Summary Report


Chubb Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Voting Policy Rationale: A vote AGAINST this proposal is warranted, as proposals which are detrimental to shareholder value may arise without shareholders having the opportunity to make a fully informed vote on the issue.

Host Hotels & Resorts, Inc.



Country: USA



Ticker: HST

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Mary L. Baglivo Mgmt For For For

Mgmt For For For Elect Director Richard E. Marriott 1.2

Mgmt For For For Elect Director Sandeep L. Mathrani 1.3

Mgmt For For For Elect Director John B. Morse, Jr. 1.4

Mgmt For For For Elect Director Mary Hogan Preusse 1.5

Mgmt For For For Elect Director Walter C. Rakowich 1.6

Mgmt For For For Elect Director James F. Risoleo 1.7

Mgmt For For For Elect Director Gordon H. Smith 1.8

Mgmt For For For Elect Director A. William Stein 1.9

Mgmt For For For Ratify KPMG LLP as Auditor 2




Kansas City Southern



Country: USA



Ticker: KSU

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Lydia I. Beebe Mgmt For For For

Vote Summary Report


Kansas City Southern Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Lu M. Cordova 1.2

Mgmt For For For Elect Director Robert J. Druten 1.3

Mgmt For For For Elect Director Antonio O. Garza, Jr. 1.4

Mgmt For For For Elect Director David Garza-Santos 1.5

Mgmt For For For Elect Director Janet H. Kennedy 1.6

Mgmt For For For Elect Director Mitchell J. Krebs 1.7

Mgmt For For For Elect Director Henry J. Maier 1.8

Mgmt For For For Elect Director Thomas A. McDonnell 1.9

Mgmt For For For Elect Director Patrick J. Ottensmeyer 1.10



3

Voting Policy Rationale: A vote AGAINST this proposal is warranted given that the company recently entered into new letter agreements with NEOs, which provide for excise tax gross-ups. Such provisions may lead to substantial increases in potential termination payments and are generally disfavored by investors. Accordingly, gross-ups are not the market norm and are considered to be a problematic pay practice.

Legal & General Group Plc






Ticker: LGEN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction




Mgmt For For For Elect Ric Lewis as Director 3

Mgmt For For For Elect Nilufer von Bismarck as Director 4

Mgmt Against Against For Re-elect Henrietta Baldock as Director 5

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Sir John Kingman, Philip Broadley, Henrietta Baldock, Lesley Knox, Melville Lewis and Toby Strauss are warranted for lack of diversity on the board.A vote FOR the remaining director nominees is warranted.

Mgmt Against Against For Re-elect Philip Broadley as Director 6


Vote Summary Report


Legal & General Group Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Re-elect Jeff Davies as Director 7

Mgmt Against Against For Re-elect Sir John Kingman as Director 8


Mgmt Against Against For Re-elect Lesley Knox as Director 9


Mgmt Against Against For Re-elect George Lewis as Director 10


Mgmt Against Against For Re-elect Toby Strauss as Director 11


Mgmt For For For Re-elect Nigel Wilson as Director 12





Mgmt For For For Authorise Issue of Equity in Connection with the

Issue of Contingent Convertible Securities 17


Expenditure 18


Rights 19


20

Mgmt For For For Authorise Issue of Equity without Pre-emptive Rights in Connection with the Issue of Contingent Convertible Securities

21





Vote Summary Report


Lennox International Inc.



Country: USA



Ticker: LII

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Sherry L. Buck Mgmt For For For

Mgmt For For For Elect Director Gregory T. Swienton 1.2

Mgmt For For For Elect Director Todd J. Teske 1.3


2

Voting Policy Rationale: A vote AGAINST this proposal is warranted due to the following concerns:* A majority of equity awards to the CEO are not tied to performance-contingent pay elements; and* Excessive differentials between CEO pay and the pay of other named executive officers at the firm.


Nitro Software Ltd.



Country: Australia



Ticker: NTO

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Lisa Ray Hennessy as Director 2

Mgmt For For For Elect Sarah Morgan as Director 3

Mgmt For For For Approve Issuance of Performance Shares to Samuel Chandler

4

Mgmt For For For Approve Issuance of Performance Shares to Gina O'Reilly

5

Mgmt For For None Ratify Past Issuance of Shares to Solium Nominees (Australia) Pty Ltd

6

Mgmt For For None Approve Employee Equity Incentive Plan 7

Mgmt For For None Approve Amendment of the Exercise Price of United States Dollar Denominated Options to

Australian Dollar Denominated Options

8

Vote Summary Report


Shaw Communications Inc.



Country: Canada


Primary Security ID: 82028K200

Ticker: SJR.B

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Acquisition by Rogers Communications Inc.

Mgmt For For For

Telefonica Deutschland Holding AG


Record Date:

Country: Germany


Primary Security ID: D8T9CK101

Ticker: O2D

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction






Fiscal Year 2020 3


Fiscal Year 2020 4

Mgmt For For For Ratify PricewaterhouseCoopers GmbH as

Auditors for Fiscal Year 2021 5.1

Mgmt For For For Ratify PricewaterhouseCoopers GmbH as Auditors for the 2022 Interim Financial Statements Until the 2022 AGM

5.2


Voting Policy Rationale: A vote AGAINST this resolution is warranted because concerns are raised with a number of policy elements* The restricted share plan allows for discretionary payments. Although the policy describes this is restricted to attracting and retaining individuals, this can be interpreted very widely without the policy being restrictive in use and an award cap is not clearly disclosed.* The policy provides a catalogue of performance metrics that apply to all variable components, but concrete KPIs and weightings for individual components are not specified; rather, this is at the discretion of the board.* The two long-term incentive plans have a three-year vesting period, which is less than the four years recommended by the German Corporate Governance Code.This is despite some improvements to the policy, especially the removal of the discretionary bonus feature.


Mgmt For For For Elect Stefanie Oeschger to the Supervisory Board

8.1

Vote Summary Report


Telefonica Deutschland Holding AG Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Ernesto Gardelliano to the Supervisory Board

8.2

Voting Policy Rationale: A vote AGAINST the non-independent nominee, Ernesto Gardelliano, is warranted because of the failure to establish a sufficiently independent board.A vote FOR the independent nominee Stefanie Oeschger is recommended as her presence helps to increase the independence of the board.

Mgmt Against Against For Approve Creation of EUR 1.5 Billion Pool of Capital without Preemptive Rights

9

Voting Policy Rationale: A vote AGAINST the proposed authorization is warranted because:* The issuance request would allow for a capital increase without preemptive rights for up to 50 percent of the issued share capital.

The Travelers Companies, Inc.



Country: USA


Primary Security ID: 89417E109

Ticker: TRV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Alan L. Beller Mgmt For For For

Mgmt For For For Elect Director Janet M. Dolan 1b

Mgmt For For For Elect Director Patricia L. Higgins 1c

Mgmt For For For Elect Director William J. Kane 1d

Mgmt For For For Elect Director Thomas B. Leonardi 1e

Mgmt For For For Elect Director Clarence Otis, Jr. 1f

Mgmt For For For Elect Director Elizabeth E. Robinson 1g

Mgmt For For For Elect Director Philip T. (Pete) Ruegger, III 1h

Mgmt For For For Elect Director Todd C. Schermerhorn 1i

Mgmt For For For Elect Director Alan D. Schnitzer 1j

Mgmt For For For Elect Director Laurie J. Thomsen 1k





Vote Summary Report


Vornado Realty Trust



Country: USA



Ticker: VNO

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Steven Roth Mgmt For For For

Mgmt For For For Elect Director Candace K. Beinecke 1.2

Mgmt For For For Elect Director Michael D. Fascitelli 1.3

Mgmt For For For Elect Director Beatrice Hamza Bassey 1.4

Mgmt For For For Elect Director William W. Helman, IV 1.5

Mgmt For For For Elect Director David M. Mandelbaum 1.6

Mgmt For For For Elect Director Mandakini Puri 1.7

Mgmt For For For Elect Director Daniel R. Tisch 1.8

Mgmt For For For Elect Director Richard R. West 1.9

Mgmt For For For Elect Director Russell B. Wight, Jr. 1.10

Mgmt Against Against For Ratify Deloitte & Touche LLP as Auditors 2



3

Voting Policy Rationale: Following last year's failed say-on-pay vote, the company disclosed details of its engagement efforts and feedback received. The committee made positive changes that appear to address concerns, thereby demonstrating adequate responsiveness. However, disclosure around shareholder feedback was either vague or not clearly related to investor concerns, and this issue warrants continued monitoring.There are new and continuing pay-for-performance concerns. The annual program continues to incorporate a significant degree of discretion without disclosure of performance targets, target payout opportunities, or per-metric weightings. The absence of these key disclosures makes it difficult for investors to assess the linkage between pay and performance. In addition, the committee discretionarily increased a severance payment to one executive beyond the amount to which he was contractually entitled without any clear rationale disclosed in the proxy. In light of these concerns, a vote AGAINST this proposal is warranted.

Worldline SA



Country: France


Primary Security ID: F9867T103

Ticker: WLN

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Vote Summary Report


Worldline SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


1


2

Mgmt For For For Approve Treatment of Losses 3

Mgmt For For For Approve Transaction with SIX Group AG Re: Second Settlement Agreement and Lock-up

Agreement

4

Mgmt For For For Approve Transaction with Deutscher Sparkassen Verlag GmbH Re: Amendment to the Business

Combination Agreement

5

Mgmt For For For Reelect Agnes Audier as Director 6

Mgmt For For For Reelect Nazan Somer Ozelgin as Director 7

Mgmt For For For Reelect Danielle Lagarde as Director 8

Mgmt For For For Reelect Lorenz von Habsburg Lothringen as Director

9

Mgmt For For For Reelect Daniel Schmucki as Director 10

Mgmt Against Against For Renew Appointment of Johannes Dijsselhof as Censor

11

Voting Policy Rationale: Vote AGAINST this item is warranted because the company has failed to provide an adequate rationale on the proposed nomination.

Mgmt For For For Approve Compensation Report of Corporate Officers

12

Mgmt Against Against For Approve Compensation of Gilles Grapinet, Chairman and CEO

13

Voting Policy Rationale: Votes AGAINST these remuneration reports are warranted because:* The adjustment proposed under the 2018 2019 LTI plans decided by the board and intended under the 2020 LTI would erase entirely the effects of the Covid-19 crisis on the two years and enable a total acquisition of the performance shares and stock options 2018 plans. The long-term remuneration under these plans would therefore be in disconnection with the company's performance and shareholders' interests.

Mgmt Against Against For Approve Compensation of Marc-Henri Desportes, Vice-CEO

14

Voting Policy Rationale: Votes AGAINST these remuneration reports are warranted because:* The adjustment proposed under the 2018 2019 LTI plans decided by the board and intended under the 2020 LTI would erase entirely the effects of the Covid-19 crisis on the two years and enable a total acquisition of the performance shares and stock options 2018 plans. The long-term remuneration under these plans would therefore be in disconnection with the company's performance and shareholders' interests.

Mgmt For For For Approve Remuneration Policy of Chairman and

CEO 15

Mgmt For For For Approve Remuneration Policy of Vice-CEO 16


the Board 17

Mgmt For For For Approve Remuneration Policy of Non-Executive

Directors 18

Vote Summary Report


Worldline SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


19


Mgmt For For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights Up to 50


20

Mgmt For For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights Up to 10


21

Mgmt For For For Approve Issuance of Equity or Equity-Linked Securities for Up to 10 Percent of Issued Capital

Per Year for Private Placements

22

Mgmt For For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 20-22

23


24

Mgmt For For For Approve Issuance of Equity or Equity-Linked Securities Reserved for Specific Beneficiaries, up to Aggregate Nominal Amount of EUR 1.5 Million

25


26

Mgmt For For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees and Corporate Officers of International Subsidiaries

27

Mgmt For For For Authorize up to 1.40 Percent of Issued Capital for Use in Stock Option Plans

28


29

Mgmt For For For Approve Acquisition of Worldline France SAS, its Valuation and Remuneration

30


31

3P Learning Limited



Country: Australia



Ticker: 3PL

Vote Summary Report


3P Learning Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Issuance of Consideration Shares to

the Blake Sellers Mgmt For For For

EssilorLuxottica SA



Country: France



Ticker: EL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



1


2


3

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

4


5

Mgmt For For For Approve Compensation of Leonardo Del Vecchio, Chairman and CEO Until Dec. 17, 2020

and Chairman of the Board Since Dec. 17, 2020

6

Mgmt For For For Approve Compensation of Hubert Sagnieres, Vice-Chairman and Vice-CEO Until Dec. 17, 2020 and Vice-Chairman of the Board Since Dec. 17, 2020

7

Mgmt For For For Approve Remuneration Policy of Corporate Officers, Since Jan. 1, 2020 Until the General

Assembly

8

Mgmt Against Against For Approve Remuneration Policy of Corporate Officers, Since the General Assembly

9

Voting Policy Rationale: A vote FOR the remuneration policy applicable to corporate officers from Jan. 2021 until the 2021 GM (Item 8) is warranted but is not without concerns as the CEO and Vice-CEO employment contracts have not been canceled under this period while they have been appointed CEO and Vice-CEO since Dec. 17, 2020.A vote AGAINST the remuneration policy applicable to corporate officers after 2021 GM (Item 9) is warranted as:* The CEO base salary increases without compelling rationale;* Severance agreement for the CEO and Vice-CEO raise several concerns;* The Vice-CEO employment contract has not been canceled (only suspended);* The CEO non-compete agreement is guaranteed;* The post mandate LTIP treatment is not in line with market practices; and* The stringency of a criterion of the LTIP 2021 is not deemed sufficient.

Vote Summary Report


EssilorLuxottica SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


10


Mgmt For For For Amend Bylaws to Comply with Legal Changes 11

Mgmt For For For Amend Article 13 of Bylaws Re: Directors Length of Term

12

Mgmt For For For Amend Article 15, 16 and 23 of Bylaws Re: Board Deliberation

13


14


15

Mgmt For For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 5


16

Mgmt For For For Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in

Par Value

17


18


Mgmt For For For Reelect Leonardo Del Vecchio as Director 19

Mgmt For For For Reelect Romolo Bardin as Director 20

Mgmt For For For Reelect Juliette Favre as Director 21

Mgmt For For For Reelect Francesco Milleri as Director 22

Mgmt For For For Reelect Paul du Saillant as Director 23

Mgmt For For For Reelect Cristina Scocchia as Director 24

Mgmt For For For Elect Jean-Luc Biamonti as Director 25

Mgmt For For For Elect Marie-Christine Coisne as Director 26

Mgmt For For For Elect Jose Gonzalo as Director 27

Mgmt For For For Elect Swati Piramal as Director 28

Mgmt For For For Elect Nathalie von Siemens as Director 29

Mgmt For For For Elect Andrea Zappia as Director 30

Mgmt For For For Directors Length of Term, Pursuant Item 12 31


32

Vote Summary Report


Power Integrations, Inc.



Country: USA



Ticker: POWI

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Wendy Arienzo Mgmt For For For

Mgmt For For For Elect Director Balu Balakrishnan 1.2

Mgmt For For For Elect Director Nicholas E. Brathwaite 1.3

Mgmt For For For Elect Director Anita Ganti 1.4

Mgmt For For For Elect Director William George 1.5

Mgmt For For For Elect Director Balakrishnan S. Iyer 1.6

Mgmt For For For Elect Director Jennifer Lloyd 1.7

Mgmt For For For Elect Director Necip Sayiner 1.8

Mgmt For For For Elect Director Steven J. Sharp 1.9


2

Mgmt For For For Amend Restricted Stock Plan 3



Shriro Holdings Limited



Country: Australia



Ticker: SHM

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Abigail Cheadle as Director 3

ViacomCBS Inc.



Country: USA



Ticker: VIAC

Vote Summary Report


ViacomCBS Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Robert M. Bakish Mgmt For For For

Mgmt For For For Elect Director Candace K. Beinecke 1b

Mgmt For For For Elect Director Barbara M. Byrne 1c

Mgmt Against Against For Elect Director Brian Goldner 1d

Voting Policy Rationale: WITHHOLD votes are warranted for Compensation Committee members Brian Goldner, Linda Griego, Judith McHale, and Ronald Nelson, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. The CEO's base salary is well above the median CEO base salary of company peers, and his target payout opportunity in the annual incentive program is set at over $12 million, which resulted in a very large annual incentive payout. In addition, the CEO's equity awards are primarily time-based. Further, concern is noted regarding the full acceleration of former CFO Spade's 2021 equity award.A vote FOR the remaining director nominees is warranted.

Mgmt Against Against For Elect Director Linda M. Griego 1e


Mgmt For For For Elect Director Robert N. Klieger 1f

Mgmt Against Against For Elect Director Judith A. McHale 1g


Mgmt Against Against For Elect Director Ronald L. Nelson 1h


Mgmt For For For Elect Director Charles E. Phillips, Jr. 1i

Mgmt For For For Elect Director Shari E. Redstone 1j

Mgmt For For For Elect Director Susan Schuman 1k

Mgmt For For For Elect Director Nicole Seligman 1l

Mgmt For For For Elect Director Frederick O. Terrell 1m



Vote Summary Report


ViacomCBS Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

SH For For Against Adopt Proxy Access Right 4

Voting Policy Rationale: A vote FOR this non-binding proposal is warranted, as adoption of proxy access will enhance shareholder rights while providing necessary safeguards to the nomination process.

Anthem, Inc.



Country: USA



Ticker: ANTM

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Lewis Hay, III Mgmt For For For

Mgmt For For For Elect Director Antonio F. Neri 1.2

Mgmt For For For Elect Director Ramiro G. Peru 1.3




Equinix, Inc.



Country: USA


Primary Security ID: 29444U700

Ticker: EQIX

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Thomas Bartlett Mgmt For For For

Mgmt For For For Elect Director Nanci Caldwell 1.2

Mgmt For For For Elect Director Adaire Fox-Martin 1.3

Mgmt For For For Elect Director Gary Hromadko 1.4

Mgmt For For For Elect Director Irving Lyons, III 1.5

Mgmt For For For Elect Director Charles Meyers 1.6

Mgmt For For For Elect Director Christopher Paisley 1.7

Mgmt For For For Elect Director Sandra Rivera 1.8

Mgmt For For For Elect Director Peter Van Camp 1.9

Vote Summary Report


Equinix, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


2



4

Voting Policy Rationale: A vote FOR this proposal is warranted given that the reduced threshold to initiate action by written consent would give shareholders a more meaningful written consent right.

Facebook, Inc.



Country: USA



Ticker: FB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Peggy Alford Mgmt For For For

Mgmt Withhold Withhold For Elect Director Marc L. Andreessen 1.2

Voting Policy Rationale: Significant risks to shareholders stemming from severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against and manage material environmental, social and governance risks.* WITHHOLD votes for CEO/Chair Mark Zuckerberg are warranted given that the CEO and chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.WITHHOLD votes are warranted for incumbent compensation committee members Andrew Houston, Marc Andreessen, and Peter Thiel, in the absence of a say-on-pay proposal on the ballot, due to unmitigated concerns with respect to executive pay.A vote FOR the remaining director nominees is warranted.

Mgmt Withhold Withhold For Elect Director Andrew W. Houston 1.3


Mgmt For For For Elect Director Nancy Killefer 1.4

Mgmt For For For Elect Director Robert M. Kimmitt 1.5

Mgmt For For For Elect Director Sheryl K. Sandberg 1.6

Vote Summary Report


Facebook, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Peter A. Thiel 1.7


Mgmt For For For Elect Director Tracey T. Travis 1.8

Mgmt Withhold Withhold For Elect Director Mark Zuckerberg 1.9



Mgmt Against Against For Amend Non-Employee Director Compensation Policy

3

Voting Policy Rationale: Support for this proposal is not warranted. The proposed update to the director pay program would provide personal security services to the non-employee directors ("NEDs") and related tax gross-ups from time to time, without impacting established NED compensation limits. While the company provides a rationale for providing this perquisite to board members, some investors may view the rationale to be overly broad and insufficiently linked to Facebook's directors in particular so as to warrant a benefit that is not in line with market practice.Further, the company does not provide sufficient details on the potential scope of the associated costs; there is no disclosure of an annual limit or even an estimation on the potential costs of the personal security fees and related tax gross-ups. The proxy does not define "personal security services" and so the extent of such services remains unclear. The proxy also does not disclose whether an independent party assessed the potential costs and the risk factors that may necessitate the unusual director benefit.In addition, Social Advisory Services notes that the company has historically provided sizable security related perquisites to the CEO and NEO Sandberg, at a magnitude which is considered extraordinary, including for the year in review.While the security concerns of the NEDs as presented in the proxy are acknowledged, given the proposal's limited disclosure, a lack of shareholder friendly guardrails such as caps, reasonable estimations, or third-party assessments, support for this proposal is not warranted.

SH For For Against Approve Recapitalization Plan for all Stock to

Have One-vote per Share 4

Voting Policy Rationale: A vote FOR this proposal is warranted as it would convey to the board nonaffiliated shareholders' preference for a capital structure in which the levels of economic ownership and voting power are aligned.


Voting Policy Rationale: A vote FOR this proposal is warranted given the importance of having an independent chairman of the board. Furthermore, the FTC entered into a settlement agreement with Facebook whereby the company has agreed to pay a $5 billion penalty and to significantly enhance its practices and processes for privacy compliance and oversight. The recent data privacy incidents and subsequent controversies have tarnished Facebook's reputation and put shareholder value at risk.

SH For For Against Report on Online Child Sexual Exploitation 6

Voting Policy Rationale: A vote FOR this proposal is warranted, as additional information on risks related to potential sexual exploitation of children through the company’s platforms would give shareholders more information on how well the company is managing related risks.

Vote Summary Report


Facebook, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

SH For For Against Require Independent Director Nominee with Human and/or Civil Rights Experience

7

Voting Policy Rationale: A vote FOR this resolution is warranted. A director with human and/or civil rights expertise as a core part of their previous professional experience, training, or education, would be of value to Facebook given the human rights risks of its current general operations. Such a director could enhance the board's oversight of human rights-related risks.

SH For For Against Report on Platform Misuse 8

Voting Policy Rationale: A vote FOR this proposal is warranted, because an assessment from the board of how to reduce the platform's amplification of false and divisive information could help provide shareholders with valuable information on how well the company is assessing and mitigating content-related controversies.

SH For For Against Amend Certificate of Incorporation to Become a Public Benefit Corporation

9

Voting Policy Rationale: A vote FOR this proposal is warranted as would further strengthen the company's commitment to the environmental and social goals of the Business Roundtable statement on the purpose of a corporation, where corporations endeavor to benefit all stakeholders, including customers, employees, suppliers, communities and shareholders.

Incyte Corporation



Country: USA



Ticker: INCY

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Julian C. Baker Mgmt For Against Against

Voting Policy Rationale: Votes AGAINST incumbent Nominating Committee members Julian Baker, Jean-Jacques Bienaime and Jacqualyn Fouse are warranted for lack of diversity on the board.Votes FOR the remaining director nominees are warranted.

Mgmt Against Against For Elect Director Jean-Jacques Bienaime 1.2


Mgmt For For For Elect Director Paul J. Clancy 1.3

Mgmt For For For Elect Director Wendy L. Dixon 1.4

Mgmt Against Against For Elect Director Jacqualyn A. Fouse 1.5


Mgmt For For For Elect Director Edmund P. Harrigan 1.6

Mgmt For For For Elect Director Katherine A. High 1.7

Mgmt For For For Elect Director Herve Hoppenot 1.8

Vote Summary Report


Incyte Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


2

Voting Policy Rationale: A vote AGAINST this proposal is warranted due to the following concerns:* A majority of equity awards to the CEO are not tied to performance-contingent pay elements; and* Excessive differentials between CEO pay and the pay of other named executive officers at the firm.



Legrand SA



Country: France



Ticker: LR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Reports 1


Statutory Reports 2




Officers 4

Mgmt For For For Approve Compensation of Gilles Schnepp,

Chairman of the Board Until 30 June 2020 5

Mgmt For For For Approve Compensation of Angeles Garcia-Poveda, Chairman of the Board Since 1 July 2020

6

Mgmt For For For Approve Compensation of Benoit Coquart, CEO 7


the Board 8


Mgmt For For For Approve Remuneration Policy of Board Members 10

Mgmt For For For Reelect Annalisa Loustau Elia as Director 11

Mgmt For For For Elect Jean-Marc Chery as Director 12



Vote Summary Report


Legrand SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



14


15

Mgmt For For For Amend Article 12.4 of Bylaws Re: Vote Instructions

16



17

MTR Corporation Limited



Country: Hong Kong


Primary Security ID: Y6146T101

Ticker: 66

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction




Mgmt For For For Elect Eddy Fong Ching as Director 3a

Mgmt For For For Elect Rose Lee Wai-mun as Director 3b

Mgmt For For For Elect Benjamin Tang Kwok-bun as Director 3c

Mgmt For For For Elect Christopher Hui Ching-yu as Director 3d

Mgmt For For For Elect Hui Siu-wai as Director 4

Mgmt For For For Elect Adrian Wong Koon-man as Director 5

Mgmt For For For Approve KPMG as Auditors and Authorize Board

to Fix Their Remuneration 6


Securities without Preemptive Rights 7


Mgmt For For For Amend Articles of Association and Adopt New

Articles of Association 9

Vote Summary Report


NXP Semiconductors N.V.





Primary Security ID: N6596X109

Ticker: NXPI

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Adopt Financial Statements and Statutory Reports

Mgmt For For For

Mgmt For For For Approve Discharge of Board Members 2

Mgmt For For For Reelect Kurt Sievers as Executive Director 3a

Mgmt Against Against For Reelect Peter Bonfield as Non-Executive Director

3b

Voting Policy Rationale: A vote AGAINST compensation committee members Peter Bonfield, Lena Olving, Peter Smitham, and Karl-Henrik Sundstrom is warranted due to limited responsiveness to last year's failed say-on-pay vote.A vote FOR the remaining director nominees is warranted.

Mgmt For For For Elect Annette Clayton as Non-Executive Director 3c

Mgmt For For For Elect Anthony Foxx as Non-Executive Director 3d

Mgmt For For For Reelect Kenneth A. Goldman as Non-Executive

Director 3e

Mgmt For For For Reelect Josef Kaeser as Non-Executive Director 3f

Mgmt Against Against For Reelect Lena Olving as Non-Executive Director 3g


Mgmt Against Against For Reelect Peter Smitham as Non-Executive

Director 3h


Mgmt For For For Reelect Julie Southern as Non-Executive

Director 3i

Mgmt For For For Reelect Jasmin Staiblin as Non-Executive

Director 3j

Mgmt For For For Reelect Gregory L. Summe as Non-Executive

Director 3k

Mgmt Against Against For Reelect Karl-Henrik Sundström as Non-Executive

Director 3l


Mgmt For For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital

4

Vote Summary Report


NXP Semiconductors N.V. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


5


Mgmt For For For Approve Cancellation of Ordinary Shares 7

Mgmt For For For Approve Remuneration of the Non Executive Members of the Board

8


9

Voting Policy Rationale: A vote AGAINST this proposal is warranted. Following certain outsized equity awards granted in FY18 to the company's former CEO, total CEO pay has since normalized. In addition, while performance was measured over two six-month periods, STI payouts were based on rigorous financial goals and no payout was made in FY20 due to below threshold performance. Under the LTI program, the relative TSR metric targets merely median performance; however, the payouts are capped at target for negative TSR performance and the majority of the equity awards were performance-based with clearly disclosed multi-year goals.However, following last year's failed say-on-pay vote, the compensation committee did not adequately respond to shareholder concerns. While the company engaged with shareholders, disclosed their specific concerns regarding the pay programs, and disclosed certain pay decisions related to those concerns, the committee did not make any significant pay program changes or commitments in response to shareholders' concerns. Given the significant level of opposition to last year's say-on-pay proposal, shareholders would expect concrete actions and/or commitments taken in response to shareholders' expressed concerns and the ultimate say-on-pay vote result.

Palla Pharma Limited



Country: Australia



Ticker: PAL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Stuart Alexander Black as Director 2

Mgmt For Against For Elect Iain Gladstone Ross as Director 3

Mgmt Abstain For For Ratify Past Issuance of Placement Shares to

Institutional Investors 4


PayPal Holdings, Inc.



Country: USA



Ticker: PYPL

Vote Summary Report


PayPal Holdings, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Rodney C. Adkins Mgmt For For For

Mgmt For For For Elect Director Jonathan Christodoro 1b

Mgmt For For For Elect Director John J. Donahoe 1c

Mgmt For For For Elect Director David W. Dorman 1d

Mgmt For For For Elect Director Belinda J. Johnson 1e

Mgmt For For For Elect Director Gail J. McGovern 1f

Mgmt For For For Elect Director Deborah M. Messemer 1g

Mgmt For For For Elect Director David M. Moffett 1h

Mgmt For For For Elect Director Ann M. Sarnoff 1i

Mgmt For For For Elect Director Daniel H. Schulman 1j

Mgmt For For For Elect Director Frank D. Yeary 1k






SH For For Against Report on Whether Written Policies or Unwritten Norms Reinforce Racism in Company Culture

5

Voting Policy Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information allowing them to better measure the progress of the company's existing diversity and inclusion initiatives.

Reckon Limited



Country: Australia



Ticker: RKN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Philip Hayman as Director Mgmt For Against For

Mgmt For For None Approve Remuneration Report 2

Vote Summary Report


Shopify Inc.



Country: Canada



Ticker: SHOP

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

Meeting for Class A Subordinate Voting and Class B Multiple Voting Shareholders

Mgmt

Mgmt For For Elect Director Tobias Luetke 1A

Mgmt For For Elect Director Robert Ashe 1B

Mgmt For For Elect Director Gail Goodman 1C

Mgmt Withhold For Elect Director Colleen Johnston 1D

Mgmt Withhold For Elect Director Jeremy Levine 1E

Mgmt Withhold For Elect Director John Phillips 1F

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

Remuneration

2

Mgmt Against For Re-approve Stock Option Plan 3

Mgmt Against For Re-approve Long Term Incentive Plan 4

Mgmt For For Advisory Vote on Executive Compensation Approach

5

Valeo SA



Country: France



Ticker: FR

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Reports 1


Statutory Reports 2



Mgmt For For For Approve Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

4

Vote Summary Report


Valeo SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Reelect Caroline Maury Devine as Director 5

Mgmt For For For Reelect Mari-Noelle Jego-Laveissiere as Director 6

Mgmt For For For Reelect Veronique Weill as Director 7

Mgmt For For For Elect Christophe Perillat as Director 8


9

Mgmt For For For Approve Compensation of Jacques Aschenbroich, Chairman and CEO

10


Mgmt For For For Approve Remuneration Policy of Chairman and CEO

12

Mgmt For For For Approve Remuneration Policy of Christophe Perillat, Vice CEO

13

Mgmt For For For Approve Remuneration Policy of Christophe Perillat, CEO

14

Mgmt For For For Approve Remuneration Policy of Jacques Aschenbroich, Chairman of the Board

15


16




17



18



19

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


20

Mgmt For For For Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 17-19

21

Mgmt For For For Authorize Capitalization of Reserves of Up to EUR 30 Million for Bonus Issue or Increase in

Par Value

22

Mgmt For For For Authorize Capital Increase of up to 9.52 Percent of Issued Capital for Contributions in Kind

23


24

Vote Summary Report


Valeo SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


25


26



27

Welltower Inc.



Country: USA



Ticker: WELL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Kenneth J. Bacon Mgmt For For For

Mgmt For For For Elect Director Karen B. DeSalvo 1b

Mgmt For For For Elect Director Jeffrey H. Donahue 1c

Mgmt For For For Elect Director Philip L. Hawkins 1d

Mgmt For For For Elect Director Dennis G. Lopez 1e

Mgmt For For For Elect Director Shankh Mitra 1f

Mgmt For For For Elect Director Ade J. Patton 1g

Mgmt For For For Elect Director Diana W. Reid 1h

Mgmt For For For Elect Director Sergio D. Rivera 1i

Mgmt For For For Elect Director Johnese M. Spisso 1j

Mgmt For For For Elect Director Kathryn M. Sullivan 1k




YASKAWA Electric Corp.



Country: Japan


Primary Security ID: J9690T102

Ticker: 6506

Vote Summary Report


YASKAWA Electric Corp.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Tsuda, Junji Mgmt For For For

Mgmt For For For Elect Director Ogasawara, Hiroshi 1.2

Mgmt For For For Elect Director Murakami, Shuji 1.3

Mgmt For For For Elect Director Minami, Yoshikatsu 1.4

Mgmt For For For Elect Director Ogawa, Masahiro 1.5

Mgmt For For For Elect Director Morikawa, Yasuhiko 1.6

Mgmt For For For Elect Director Kato, Yuichiro 1.7

Mgmt For For For Elect Director and Audit Committee Member

Nakayama, Yuji 2.1


Tsukahata, Koichi 2.2


Akita, Yoshiki 2.3


Tsukamoto, Hideo 2.4


Koike, Toshikazu 2.5

Mgmt For For For Approve Trust-Type Equity Compensation Plan 3


Costa Group Holdings Limited



Country: Australia



Ticker: CGC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Peter Margin as Director 3

Mgmt For For For Elect Tim Goldsmith as Director 4

Mgmt For For For Approve Grant of STI Performance Rights to Sean Hallahan

5

Vote Summary Report


Costa Group Holdings Limited Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Grant of LTI Options to Sean Hallahan 6

Jones Lang LaSalle Incorporated



Country: USA



Ticker: JLL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Hugo Bague Mgmt For For For

Mgmt For For For Elect Director Matthew Carter, Jr. 1b

Mgmt For For For Elect Director Samuel A. Di Piazza, Jr. 1c

Mgmt For For For Elect Director Tina Ju 1d

Mgmt For For For Elect Director Bridget Macaskill 1e

Mgmt For For For Elect Director Deborah H. McAneny 1f

Mgmt For For For Elect Director Siddharth (Bobby) Mehta 1g

Mgmt For For For Elect Director Jeetendra (Jeetu) I. Patel 1h

Mgmt For For For Elect Director Sheila A. Penrose 1i

Mgmt For For For Elect Director Ann Marie Petach 1j

Mgmt For For For Elect Director Christian Ulbrich 1k





Sensata Technologies Holding Plc





Primary Security ID: G8060N102

Ticker: ST

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Andrew C. Teich Mgmt For For For

Vote Summary Report


Sensata Technologies Holding Plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Jeffrey J. Cote 1b

Mgmt For For For Elect Director John P. Absmeier 1c

Mgmt For For For Elect Director Daniel L. Black 1d

Mgmt For For For Elect Director Lorraine A. Bolsinger 1e

Mgmt For For For Elect Director James E. Heppelmann 1f

Mgmt For For For Elect Director Charles W. Peffer 1g

Mgmt For For For Elect Director Constance E. Skidmore 1h

Mgmt For For For Elect Director Steven A. Sonnenberg 1i

Mgmt For For For Elect Director Martha N. Sullivan 1j

Mgmt For For For Elect Director Stephen M. Zide 1k


2



Mgmt For For For Approve Director Compensation Report 5

Mgmt For For For Ratify Ernst & Young LLP as U.K. Statutory Auditor

6

Mgmt For For For Authorize Audit Committee to Fix Remuneration of Auditors

7


8

Mgmt For For For Authorize Issue of Equity 9

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

10

Mgmt For For For Authorize the Board of Directors to Allot Shares Under the Equity Incentive Plans

11

Mgmt For For For Authorize the Board of Directors to Allot Shares Under the Equity Incentive Plans without

Pre-emptive Rights

12

Spark Infrastructure Group



Country: Australia



Ticker: SKI

Vote Summary Report


Spark Infrastructure Group

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Anne Brennan as Director of Spark Infrastructure RE, Spark Holdings 1, Spark Holdings 2, Spark Holdings 3 and Spark Holdings 4

2

Mgmt For For For Elect Lianne Buck as Director of Spark Infrastructure RE, Spark Holdings 1, Spark Holdings 2, Spark Holdings 3 and Spark Holdings 4

3

Mgmt For For For Approve Grant of Performance Rights to Rick

Francis 4

Mgmt For For For Elect Jennifer Faulkner as Director of Spark

Holdings 6 5

Mgmt For For For Elect Anthony Marriner as Director of Spark

Holdings 6 6

STMicroelectronics NV






Ticker: STM

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt Receive Report of Management Board (Non-Voting)

1

Mgmt Receive Report of Supervisory Board (Non-Voting)

2


Voting Policy Rationale: A vote AGAINST is warranted because:* Two-thirds of equity grants is vesting before the third anniversary, in deviation of best market practices and the Dutch Corporate Governance Code;* The 'LTI' continues to be measured on the basis of one-year performance periods only;* Retrospective disclosure on performance achievement against targets is not sufficient to entirely understand the link between performance and pay. More specifically, the non-financial KPIs under the STI and all KPIs under the LTI do not have detailed information on how performance targets were applied in 2020.This is however while acknowledging that the company is addressing these concerns under the proposed amended remuneration policy (Item 4).

Mgmt For For For Approve Remuneration Policy for Management Board

4

Mgmt For For For Adopt Financial Statements and Statutory Reports

5

Vote Summary Report


STMicroelectronics NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Approve Dividends 6



Mgmt For For For Reelect Jean-Marc Chery to Management Board 9

Mgmt For For For Approve Grant of Unvested Stock Awards to Jean-Marc Chery as President and CEO

10

Mgmt For For For Approve Unvested Stock Award Plan for Management and Key Employees

11

Mgmt For For For Reelect Nicolas Dufourcq to Supervisory Board 12


13

Mgmt For For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Exclude

Pre-emptive Rights

14

Mgmt Allow Questions 15

Telenor ASA



Country: Norway


Primary Security ID: R21882106

Ticker: TEL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Open Meeting Mgmt

Mgmt Registration of Attending Shareholders and

Proxies 2


Mgmt Designate Inspector(s) of Minutes of Meeting 4

Mgmt Receive Chairman's Report 5

Mgmt For For For Accept Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 9 Per Share

6


Mgmt For For For Approve Company's Corporate Governance

Statement 8

Vote Summary Report


Telenor ASA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management

9

Voting Policy Rationale: A vote AGAINST this item is warranted because the proposed remuneration policy allows to run long-term incentive programs with performance periods shorter than three years.

Mgmt Against Against For Approve Equity Plan Financing 10

Voting Policy Rationale: A vote AGAINST is warranted as the requested funding would be used to fund an incentive plans with performance periods shorter than three years.

Mgmt For For For Elect Bjorn Erik Naess as Member of Corporate Assembly

11.1

Mgmt For For For Elect John Gordon Bernander as Member of Corporate Assembly

11.2

Mgmt For For For Elect Heidi Finskas as Member of Corporate Assembly

11.3

Mgmt For For For Elect Widar Salbuvik as Member of Corporate Assembly

11.4

Mgmt For For For Elect Silvija Seres as Member of Corporate Assembly

11.5

Mgmt For For For Elect Lisbeth Karin Naero as Member of Corporate Assembly

11.6

Mgmt For For For Elect Trine Saether Romuld as Member of Corporate Assembly

11.7

Mgmt For For For Elect Marianne Bergmann Roren as Member of Corporate Assembly

11.8

Mgmt For For For Elect Maalfrid Brath as Member of Corporate Assembly

11.9

Mgmt For For For Elect Kjetil Houg as Member of Corporate Assembly

11.10

Mgmt For For For Elect Elin Myrmel-Johansen as Deputy Member of Corporate Assembly

11.11

Mgmt For For For Elect Randi Marjamaa as Deputy Member of Corporate Assembly

11.12

Mgmt For For For Elect Lars Tronsgaard as Deputy Member of Corporate Assembly

11.13

Mgmt For For For Elect Jan Tore Fosund as Member of Nominating Committee

12.1

Mgmt For For For Approve Remuneration of Corporate Assembly and Nominating Committee

13


Vote Summary Report


Appen Limited



Country: Australia



Ticker: APX

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Elect Stephen Hasker as Director 3

Mgmt For For For Elect Robin Low as Director 4

Mgmt Against Against For Approve Grant of Performance Rights to Mark Brayan

5

Voting Policy Rationale: A vote AGAINST the equity grant to the CEO is warranted. The structure of the award is inconsistent with market practices adopted by the majority of larger ASX-listed entities. The following areas of concern are highlighted:* The LTI has annual performance periods which do not meet the minimum three years that market and shareholders expect from longer term bonuses,* Re-testing is allowed with the same growth rate compounded over a longer period,* Board may exercise its discretion to vest rights when performance is between target and stretch, and* Shareholders have been given a 'false choice' if they do not approve this grant of rights which diminishes shareholder rights and awarding a cash amount in place represents a retrograde step in aligning the CEO's and shareholder long-term interests.


Constitution 6

Mgmt For For None Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

7

DocuSign, Inc.



Country: USA



Ticker: DOCU

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Enrique Salem Mgmt For Withhold Withhold

Voting Policy Rationale: WITHHOLD votes are warranted for director nominees Mary (Maggie) Wilderotter, Enrique Salem, Peter Solvik, and Inhi Cho Suh given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.

Mgmt Withhold Withhold For Elect Director Peter Solvik 1.2


Vote Summary Report


DocuSign, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Inhi Cho Suh 1.3


Mgmt Withhold Withhold For Elect Director Mary Agnes "Maggie" Wilderotter 1.4






Invocare Limited



Country: Australia



Ticker: IVC

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Elect Keith Skinner as Director 2

Mgmt For For For Approve Grant of Share Rights to Olivier Chretien

3

Mgmt For For For Approve Grant of Performance Rights to Olivier Chretien

4

Mgmt For For For Approve Potential Termination Benefits 5

Mgmt For For For Elect Kim Anderson as Director 6

Natixis SA



Country: France


Primary Security ID: F6483L100

Ticker: KN

Vote Summary Report


Natixis SA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Reports 1


Statutory Reports 2

Mgmt For For For Approve Allocation of Income and Absence of

Didivends 3




Mgmt For For For Approve Compensation of Laurent Mignon,


Mgmt Against Against For Approve Compensation of Francois Riahi, CEO 7

Voting Policy Rationale: A vote AGAINST this remuneration report is warranted because:* The company waived the presence condition on every LTIP granted until 2020; and* There is an overall lack of disclosure on the performance shares that vested during the year in review.

Mgmt For For For Approve Compensation of Nicolas Namias, CEO 8


9

Mgmt Against Against For Approve Remuneration Policy of CEO 10

Voting Policy Rationale: A vote AGAINST this remuneration policy is warranted because:* The overall level of disclosure surrounding the LTIP lies far below market practice;* The performance conditions of the severance agreement raises concerns; and* The derogation policy is too large and vague.

Mgmt For For For Approve Remuneration Policy of Board Members 11

Mgmt For For For Approve the Overall Envelope of Compensation of Certain Senior Management, Responsible

Officers and the Risk-takers

12

Mgmt For For For Ratify Appointment of Catherine Leblanc as Director

13

Mgmt For For For Ratify Appointment of Philippe Hourdain as Director

14

Mgmt Against Against For Reelect Nicolas de Tavernost as Director 15

Voting Policy Rationale: * A vote FOR the election of this independent nominee is warranted in the absence of specific concerns (Item 17).* Votes FOR the elections of these non-independent nominees are warranted given the satisfactory level of board independence (33.3 percent vs 33.3 percent recommended) and the absence of specific concerns (Items 13, 14 and 16).* The number of outside mandates held by Nicolas de Tavernost is in excess of recommended guidelines for non-executive directors. Therefore, his reelection warrants a vote AGAINST (item 15).

Mgmt For For For Elect Christophe Pinault as Director 16

Mgmt For For For Elect Diane de Saint Victor as Director 17

Vote Summary Report


Natixis SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Catherine Leblanc as Director 18


19



20


Aggregate Nominal Amount of EUR 1.5 Billion

21



22



23


24

Mgmt For For For Authorize Capitalization of Reserves of for Bonus Issue or Increase in Par Value

25

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

Submitted to Shareholder Vote Above

26


27

Mgmt For For For Adopt New Bylaws 28


29

The Macerich Company



Country: USA



Ticker: MAC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Peggy Alford Mgmt For For For

Mgmt For For For Elect Director John H. Alschuler 1b

Mgmt For For For Elect Director Eric K. Brandt 1c

Vote Summary Report


The Macerich Company Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Edward C. Coppola 1d

Mgmt For For For Elect Director Steven R. Hash 1e

Mgmt For For For Elect Director Daniel J. Hirsch 1f

Mgmt For For For Elect Director Diana M. Laing 1g

Mgmt For For For Elect Director Thomas E. O'Hern 1h

Mgmt For For For Elect Director Steven L. Soboroff 1i

Mgmt For For For Elect Director Andrea M. Stephen 1j


2

Mgmt For For For Increase Authorized Common Stock 3



Arista Networks, Inc.



Country: USA



Ticker: ANET

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Kelly Battles Mgmt For For For

Mgmt Withhold Withhold For Elect Director Andreas Bechtolsheim 1.2

Voting Policy Rationale: WITHHOLD votes are warranted for director nominees Andreas Bechtolsheim and Jayshree Ullal given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.A vote FOR Kelly Battles is warranted as a majority of the board comprises independent directors, the key board committees are independent, and there is both gender and racial diversity on the board.

Mgmt Withhold Withhold For Elect Director Jayshree Ullal 1.3

Voting Policy Rationale: WITHHOLD votes are warranted for director nominees Andreas Bechtolsheim and Jayshree Ullal given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impact shareholder rights.A vote FOR Kelly Battles is warranted as a majority of the board comprises independent directors, the key board committees are independent, and there is both gender and racial diversity on the board.




Vote Summary Report


Asaleo Care Ltd.



Country: Australia

Meeting Type: Court


Ticker: AHY

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For Approve Scheme of Arrangement in Relation to the Proposed Acquisition of the Company by Essity Holding Company Australia Pty Ltd, a Wholly Owned Subsidiary of Essity Group Holding BV

1

Cognizant Technology Solutions Corporation



Country: USA



Ticker: CTSH

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Zein Abdalla Mgmt For For For

Mgmt For For For Elect Director Vinita Bali 1b

Mgmt For For For Elect Director Maureen Breakiron-Evans 1c

Mgmt For For For Elect Director Archana Deskus 1d

Mgmt For For For Elect Director John M. Dineen 1e

Mgmt For For For Elect Director Brian Humphries 1f

Mgmt For For For Elect Director Leo S. Mackay, Jr. 1g

Mgmt Against Against For Elect Director Michael Patsalos-Fox 1h

Voting Policy Rationale: Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* Votes AGAINST board chair Michael Patsalos-Fox are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.A vote FOR the remaining director nominees is warranted at this time.

Mgmt For For For Elect Director Joseph M. Velli 1i

Mgmt For For For Elect Director Sandra S. Wijnberg 1j


2

Vote Summary Report


Cognizant Technology Solutions Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


SH Against Against Against Provide Right to Act by Written Consent 4

ProSiebenSat.1 Media SE


Record Date:

Country: Germany


Primary Security ID: D6216S143

Ticker: PSM

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction






Fiscal Year 2020 3


Fiscal Year 2020 4

Mgmt For For For Ratify Ernst & Young GmbH as Auditors for

Fiscal Year 2021 5.1

Mgmt For For For Ratify PricewaterhouseCoopers GmbH as Auditors for Fiscal Year 2021, if Item 5.1 is not Approved

5.2



Mgmt For For For Approve Creation of EUR 46.6 Million Pool of Capital with Partial Exclusion of Preemptive Rights

8

Mgmt For For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million; Approve Creation of EUR 23.3 Million Pool of

Capital to Guarantee Conversion Rights

9

Alphabet Inc.



Country: USA


Primary Security ID: 02079K305

Ticker: GOOGL

Vote Summary Report


Alphabet Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Larry Page Mgmt For For For

Mgmt For For For Elect Director Sergey Brin 1b

Mgmt For For For Elect Director Sundar Pichai 1c

Mgmt For For For Elect Director John L. Hennessy 1d

Mgmt For For For Elect Director Frances H. Arnold 1e

Mgmt Against Against For Elect Director L. John Doerr 1f

Voting Policy Rationale: Votes AGAINST Compensation Committee members L. John (John) Doerr, Robin Washington, and K. Ram Shriram are warranted for poor stewardship of the company's pay programs as evidenced by recurring and significant executive compensation concerns.A vote AGAINST Ann Mather is warranted for serving as a director on more than five public company boards.A vote FOR the remaining director nominees is warranted.

Mgmt For For For Elect Director Roger W. Ferguson, Jr. 1g

Mgmt Against Against For Elect Director Ann Mather 1h


Mgmt For For For Elect Director Alan R. Mulally 1i

Mgmt Against Against For Elect Director K. Ram Shriram 1j


Mgmt Against Against For Elect Director Robin L. Washington 1k



Mgmt Against Against For Approve Omnibus Stock Plan 3

Voting Policy Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:* The plan cost is excessive* The three-year average burn rate is excessive* The disclosure of change-in-control ("CIC") vesting treatment is incomplete (or is otherwise considered discretionary)* The plan permits liberal recycling of shares* The plan allows broad discretion to accelerate vesting

SH For For Against Approve Recapitalization Plan for all Stock to

Have One-vote per Share 4


Vote Summary Report


Alphabet Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


5

Voting Policy Rationale: A vote FOR this proposal is warranted because continued controversies call into question the extent to which the existing board provides adequate oversight on risks the company's technologies present to human and civil rights.

SH For For Against Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive

Compensation

6

Voting Policy Rationale: A vote FOR this proposal is warranted because Alphabet's compensation program mostly lacks performance-based pay elements, and the adoption of this proposal may promote a pay program for executives that is more strongly performance-based.

SH For For Against Report on Takedown Requests 7

Voting Policy Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from a better understanding of the constraints the company faces when handling government takedown requests, as well as its management of related risks.

SH For For Against Report on Whistleblower Policies and Practices 8

Voting Policy Rationale: A vote FOR this proposal is warranted as shareholders would benefit from assessing the company's existing policies and practices on whistleblower protections. Additionally, adoption of this proposal should serve to further strengthen the company's existing whistleblower protection initiatives.

SH Against Against Against Report on Charitable Contributions 9

SH For For Against Report on Risks Related to Anticompetitive

Practices 10

Voting Policy Rationale: A vote FOR this proposal is warranted because shareholders would benefit from more robust disclosure of the company's processes and oversight mechanisms for managing risks related to anticompetitive practices, particularly in light of recent regulatory developments and Alphabet's involvement in related controversies.

SH For For Against Amend Certificate of Incorporation to Become a

Public Benefit Corporation 11

Voting Policy Rationale: A vote FOR this proposal is warranted as would further strengthen the company's commitment to the goals of the Business Roundtable statement on the purpose of a corporation, where corporations endeavor to benefit all stakeholders, including customers, employees, suppliers, communities and shareholders.

Aon plc



Country: Ireland



Ticker: AON

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Lester B. Knight Mgmt For For For

Mgmt For For For Elect Director Gregory C. Case 1.2

Mgmt For For For Elect Director Jin-Yong Cai 1.3

Mgmt For For For Elect Director Jeffrey C. Campbell 1.4

Vote Summary Report


Aon plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Fulvio Conti 1.5

Mgmt For For For Elect Director Cheryl A. Francis 1.6

Mgmt For For For Elect Director J. Michael Losh 1.7

Mgmt For For For Elect Director Richard B. Myers 1.8

Mgmt For For For Elect Director Richard C. Notebaert 1.9

Mgmt For For For Elect Director Gloria Santona 1.10

Mgmt For For For Elect Director Byron O. Spruell 1.11

Mgmt For For For Elect Director Carolyn Y. Woo 1.12


2


Mgmt For For For Ratify Ernst & Young Chartered Accountants as Statutory Auditor

4

Mgmt For For For Authorize Board to Fix Remuneration of Auditors 5

Mgmt For For For Amend Articles of Association Re: Article 190 6

Mgmt For For For Authorize the Board of Directors to Capitalize Certain Non-distributable Reserves

7

Mgmt For For For Approve Creation of Distributable Profits by the Reduction and Cancellation of the Amounts Capitalized Pursuant to the Authority Given Under Proposal 7

8

Biogen Inc.



Country: USA


Primary Security ID: 09062X103

Ticker: BIIB

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Alexander J. Denner Mgmt For For For

Mgmt For For For Elect Director Caroline D. Dorsa 1b

Mgmt For For For Elect Director Maria C. Freire 1c

Mgmt For For For Elect Director William A. Hawkins 1d

Mgmt For For For Elect Director William D. Jones 1e

Mgmt For For For Elect Director Nancy L. Leaming 1f

Vote Summary Report


Biogen Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Jesus B. Mantas 1g

Mgmt For For For Elect Director Richard C. Mulligan 1h

Mgmt For For For Elect Director Stelios Papadopoulos 1i

Mgmt For For For Elect Director Brian S. Posner 1j

Mgmt For For For Elect Director Eric K. Rowinsky 1k

Mgmt For For For Elect Director Stephen A. Sherwin 1l

Mgmt For For For Elect Director Michel Vounatsos 1m



3

Voting Policy Rationale: While pay and performance are reasonably aligned for the year in review, the company granted departing CFO Capello excessive severance payments. A vote AGAINST this proposal is warranted.

Mgmt For For For Amend Certificate of Incorporation to Add Federal Forum Selection Provision

4

SH For For Against Report on Lobbying Payments and Policy 5

Voting Policy Rationale: A vote FOR this resolution is warranted, as additional information on the company's direct and indirect lobbying expenditures and related management control would provide shareholders with a comprehensive understanding of the company's management of its lobbying activities and any related risks and benefits.

SH For For Against Report on Gender Pay Gap 6

Voting Policy Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from additional information allowing them to better measure the progress of the company's diversity and inclusion initiatives.

GoDaddy Inc.



Country: USA



Ticker: GDDY

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Herald Y. Chen Mgmt For Withhold Withhold

Voting Policy Rationale: WITHHOLD votes are warranted for director nominees Herald Chen, Brian Sharples, and Leah Sweet given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents. This would ordinarily warrant an adverse recommendation with respect to the governance committee, but no members of that committee are on the ballot this year.

Vote Summary Report


GoDaddy Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Brian H. Sharples 1.2


Mgmt Withhold Withhold For Elect Director Leah Sweet 1.3




3

Voting Policy Rationale: A vote AGAINST this proposal is warranted due to limited responsiveness following low support for last year's say-on-pay proposal. After the 2020 AGM, the company engaged with shareholders to gather their feedback on executive compensation and other matters. The company's supplemental filing provides further details on the feedback received; the feedback related to executive compensation includes "the structure and magnitude of [the] CEO's 2019 new hire equity award, the overlapping metrics [the company] historically used in [its] short-term and long-term incentive programs, [and] the absence of minimum equity ownership requirements for [the] executive officers." While the company adopted stock ownership guidelines in 2020, material changes to the pay program were announced in last year's proxy statement, prior to the low vote result, which allowed shareholders to consider such changes before casting votes for the proposal that ultimately received low support. Given that the company has not disclosed any significant pay-program changes subsequent to the 2020 AGM, the committee has demonstrated only a limited degree of responsiveness.

Iliad



Country: France


Primary Security ID: F4958P102

Ticker: ILD

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



1


2

Mgmt For For For Approve Allocation of Income and Dividends of EUR 3 per Share

3

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


4

Voting Policy Rationale: A vote AGAINST the transaction concluded with Holdco, majority shareholder, is warranted as the company does not provide any compelling rationale to support it.

Vote Summary Report


Iliad Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Renew Appointment of Deloitte & Associes as Auditor

5

Mgmt For For For Renew Appointment of BEAS as Alternate Auditor

6

Mgmt For For For Reelect Xavier Niel as Director 7

Mgmt Against Against For Reelect Bertille Burel as Director 8

Voting Policy Rationale: * A vote FOR the election of this independent nominee is warranted in the absence of specific concerns (Item 7).* A vote FOR the reelection of this non-independent nominee is warranted given the satisfactory level of board independence (36.4 percent vs 33.3 percent recommended) and the absence of specific concerns (Item 10).* A vote AGAINST the reelection of Bertille Burel is warranted given her repeated low attendance at board meetings and the absence of any rationale from the company (Item 8).* A vote AGAINST the reelection of Virginie Calmels as she is considered as non-independent nominee and the level of independence of the remuneration committee is below the recommended limit (25 percent vs 33.33 percent recommende (Item 9).* Votes AGAINST the reelections of Bertille Burel and Virginie Calmels, board members, are warranted as the company continued to carry out transactions that were rejected by the 2020 AGM (Items 8-9).

Mgmt Against Against For Reelect Virginie Calmels as Director 9

Voting Policy Rationale: * A vote FOR the election of this independent nominee is warranted in the absence of specific concerns (Item 7).* A vote FOR the reelection of this non-independent nominee is warranted given the satisfactory level of board independence (36.4 percent vs 33.3 percent recommended) and the absence of specific concerns (Item 10).* A vote AGAINST the reelection of Bertille Burel is warranted given her repeated low attendance at board meetings and the absence of any rationale from the company (Item 8).* A vote AGAINST the reelection of Virginie Calmels as she is considered as non-independent nominee and the level of independence of the remuneration committee is below the recommended limit (25 percent vs 33.33 percent recommende (Item 9).* Votes AGAINST the reelections of Bertille Burel and Virginie Calmels, board members, are warranted as the company continued to carry out transactions that were rejected by the 2020 AGM (Items 8-9).

Mgmt For For For Elect Esther Gaide as Director 10

Mgmt For For For Approve Remuneration of Directors in the Aggregate Amount of EUR 350,000

11


Mgmt For For For Approve Compensation of Xavier Niel, Vice-CEO Until March 16, 2020

13

Mgmt For For For Approve Compensation of Xavier Niel, Chairman of the Board Since March 16, 2020

14

Mgmt For For For Approve Compensation of Maxime Lombardini, Chairman of the Board Until March 16, 2020

15

Mgmt Against Against For Approve Compensation of Thomas Reynaud, CEO

16

Voting Policy Rationale: Item 13. Compensation of Xavier Niel, vice-CEO until March 16, 2020A vote FOR this remuneration report is warranted because it does not raise any significant concern.Items 16-18. Compensation of Thomas Reynaud, CEO, of Rani Assaf, Vice-CEO, and of Antoine Levavasseur, Vice-CEOVotes AGAINST these remuneration reports are warranted since:* The company does not provide the achievement detail for tranches of LTI awards whose performance period ended in FY20;* The company provides an exceptional LTI plan following the acquisition of a Polish company, via iliad Purple, wholly-owned by the company. The vesting period of this LTI plan is not considered long-term oriented, and the company does not provide the existence of performance conditions.* The absence of challenging performance condition under the HoldCo II LTI plan.

Vote Summary Report


Iliad Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Compensation of Rani Assaf, Vice-CEO 17


Mgmt Against Against For Approve Compensation of Antoine Levavasseur, Vice-CEO

18



19





23


Mgmt Against Against For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Million

24

Voting Policy Rationale: * Votes AGAINST Items 24 to 30 are warranted as the possibility of use during a takeover period is not excluded.* Votes AGAINST the authorizations under Items 25-26, 28 and 30 are warranted because they do not respect the recommended 10-percent guidelines for issuances without preemptive rights.* Item 27 warrants a vote AGAINST because the maximum discount allowed (20 percent) goes beyond the acceptable limit of 10 percent.

Mgmt Against Against For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights Up to 20 Percent of Issued Capital

25


Mgmt Against Against For Approve Issuance of Equity or Equity-Linked Securities for up to 20 Percent of Issued Capital Per Year for Private Placements

26


Vote Summary Report


Iliad Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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


27


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

Submitted to Shareholder Vote Above

28


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

29


Mgmt Against Against For Authorize Capital Increase of Up to EUR 2

Million for Future Exchange Offers 30


Mgmt For For For Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value

31



Mgmt For For For Authorize Decrease in Share Capital via

Cancellation of Repurchased Shares 33

Mgmt For For For Amend Article 28 of Bylaws Re: Quorum and

Votes at General Meetings 34

Mgmt For For For Authorize Filing of Required Documents/Other

Formalities 35

AEGON NV






Ticker: AGN

Vote Summary Report


AEGON NV

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction




Reports 3.4

Mgmt For For For Approve Dividends of EUR 0.06 Per Common

Share and EUR 0.0015 Per Common Share B 3.5

Mgmt For For For Ratify PricewaterhouseCoopers Accountants N.V.

as Auditors 4

Mgmt For For For Approve Discharge of Executive Board 5.1

Mgmt For For For Approve Discharge of Supervisory Board 5.2

Mgmt For For For Reelect Dona Young to Supervisory Board 6.1

Mgmt For For For Reelect William Connelly to Supervisory Board 6.2

Mgmt For For For Reelect Mark Ellman to Supervisory Board 6.3

Mgmt For For For Elect Jack McGarry to Supervisory Board 6.4

Mgmt For For For Reelect Matthew Rider to Management Board 7.1

Mgmt For For For Approve Cancellation of Repurchased Shares 8.1

Mgmt For For For Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital and Exclude Pre-emptive Rights

8.2

Mgmt For For For Grant Board Authority to Issue Shares Up To 25 Percent of Issued Capital in Connection with a Rights Issue

8.3


Issued Share Capital 8.4

Akamai Technologies, Inc.



Country: USA


Primary Security ID: 00971T101

Ticker: AKAM

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Sharon Bowen Mgmt For For For

Mgmt For For For Elect Director Marianne Brown 1.2

Vote Summary Report


Akamai Technologies, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Monte Ford 1.3

Mgmt For For For Elect Director Jill Greenthal 1.4

Mgmt For For For Elect Director Dan Hesse 1.5

Mgmt For For For Elect Director Tom Killalea 1.6

Mgmt For For For Elect Director Tom Leighton 1.7

Mgmt For For For Elect Director Jonathan Miller 1.8

Mgmt For For For Elect Director Madhu Ranganathan 1.9

Mgmt For For For Elect Director Ben Verwaayen 1.10

Mgmt For For For Elect Director Bill Wagner 1.11



3


Allegion plc



Country: Ireland


Primary Security ID: G0176J109

Ticker: ALLE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Kirk S. Hachigian Mgmt For For For

Mgmt For For For Elect Director Steven C. Mizell 1b

Mgmt For For For Elect Director Nicole Parent Haughey 1c

Mgmt For For For Elect Director David D. Petratis 1d

Mgmt For For For Elect Director Dean I. Schaffer 1e

Mgmt For For For Elect Director Charles L. Szews 1f

Mgmt For For For Elect Director Dev Vardhan 1g

Mgmt For For For Elect Director Martin E. Welch, III 1h



Vote Summary Report


Allegion plc Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

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

3


Mgmt For For For Renew the Board's Authority to Issue Shares Under Irish Law

4

Mgmt For For For Renew the Board's Authority to Opt-Out of Statutory Pre-Emptions Rights

5

Digital Realty Trust, Inc.



Country: USA



Ticker: DLR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Laurence A. Chapman Mgmt For Against Against

Voting Policy Rationale: A vote AGAINST Laurence Chapman, Mary Hogan Preusse, William LaPerch and Mark Patterson is warranted for a material governance failure. The company's governing documents restrict shareholders’ ability to amend the company bylaws.A vote FOR the remaining director nominees is warranted at this time.

Mgmt For For For Elect Director Alexis Black Bjorlin 1b

Mgmt For For For Elect Director VeraLinn "Dash" Jamieson 1c

Mgmt For For For Elect Director Kevin J. Kennedy 1d

Mgmt Against Against For Elect Director William G. LaPerch 1e


Mgmt For For For Elect Director Jean F.H.P. Mandeville 1f

Mgmt For For For Elect Director Afshin Mohebbi 1g

Mgmt Against Against For Elect Director Mark R. Patterson 1h


Mgmt Against Against For Elect Director Mary Hogan Preusse 1i


Mgmt For For For Elect Director Dennis E. Singleton 1j

Vote Summary Report


Digital Realty Trust, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director A. William Stein 1k



3

Gartner, Inc.



Country: USA



Ticker: IT

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Peter E. Bisson Mgmt For For For

Mgmt For For For Elect Director Richard J. Bressler 1b

Mgmt For For For Elect Director Raul E. Cesan 1c

Mgmt For For For Elect Director Karen E. Dykstra 1d

Mgmt For For For Elect Director Anne Sutherland Fuchs 1e

Mgmt For For For Elect Director William O. Grabe 1f

Mgmt For For For Elect Director Eugene A. Hall 1g

Mgmt For For For Elect Director Stephen G. Pagliuca 1h

Mgmt For For For Elect Director Eileen M. Serra 1i

Mgmt For For For Elect Director James C. Smith 1j





Netflix, Inc.



Country: USA



Ticker: NFLX

Vote Summary Report


Netflix, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Richard N. Barton Mgmt For Withhold Withhold

Voting Policy Rationale: The board's transparency on its corporate governance philosophy and shareholder engagement efforts do not rise to a level that meaningfully addresses years of inaction on the part of the board on critical governance issues. As such, WITHHOLD votes are warranted for all incumbent director nominees.WITHHOLD votes are further warranted for Richard (Rich) Barton for serving on more than three public boards while serving as a CEO of an outside company.WITHHOLD votes are further warranted for compensation committee members Rodolphe Belmer and Anne Sweeney, due to poor responsiveness to low support for last year's say-on-pay proposal.

Mgmt Withhold Withhold For Elect Director Rodolphe Belmer 1b


Mgmt Withhold Withhold For Elect Director Bradford L. Smith 1c


Mgmt Withhold Withhold For Elect Director Anne M. Sweeney 1d


Mgmt Against Against For Ratify Ernst & Young LLP as Auditors 2




Voting Policy Rationale: A vote AGAINST this proposal is warranted. Following low support for this proposal for consecutive years, the compensation committee engaged with shareholders but did not disclose with sufficient specificity the compensation concerns leading to the low support. Further, the committee determined to make no material changes to the pay program, indicating poor responsiveness.There are additional ongoing concerns regarding pay structure. NEO pay primarily consists of base salaries and grants of fully-vested stock option awards. While the board sets NEO total pay levels for the year, the NEOs themselves select the form in which their pay is delivered. This has resulted in excessive base salaries for certain NEOs – notably a $20 million salary for co-CEO Sarandos. The lack of any time- or performance-vesting criteria on incentive pay is problematic.

SH For For Against Report on Political Contributions 4

Voting Policy Rationale: A vote this FOR resolution is warranted, as additional disclosure of the company's political contributions, including trade association memberships and payments, and the company's oversight mechanisms regarding those contributions would allow shareholders to better assess related risks.

Vote Summary Report


Netflix, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Voting Policy Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirement would enhance shareholders' rights.

SH For For Against Improve the Executive Compensation Philosophy

6


NVIDIA Corporation



Country: USA



Ticker: NVDA

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Robert K. Burgess Mgmt For For For

Mgmt For For For Elect Director Tench Coxe 1b

Mgmt For For For Elect Director John O. Dabiri 1c

Mgmt For For For Elect Director Persis S. Drell 1d

Mgmt For For For Elect Director Jen-Hsun Huang 1e

Mgmt For For For Elect Director Dawn Hudson 1f

Mgmt For For For Elect Director Harvey C. Jones 1g

Mgmt For For For Elect Director Michael G. McCaffery 1h

Mgmt For For For Elect Director Stephen C. Neal 1i

Mgmt For For For Elect Director Mark L. Perry 1j

Mgmt For For For Elect Director A. Brooke Seawell 1k

Mgmt For For For Elect Director Aarti Shah 1l

Mgmt For For For Elect Director Mark A. Stevens 1m




Mgmt For For For Increase Authorized Common Stock 4

Vote Summary Report


Sirius XM Holdings Inc.



Country: USA



Ticker: SIRI

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director David A. Blau Mgmt For For For

Mgmt For For For Elect Director Eddy W. Hartenstein 1.2

Mgmt For For For Elect Director Robin P. Hickenlooper 1.3

Mgmt For For For Elect Director James P. Holden 1.4

Mgmt Withhold Withhold For Elect Director Gregory B. Maffei 1.5

Voting Policy Rationale: WITHHOLD votes are warranted for Gregory (Greg) Maffei and James Meyer for serving as non-independent members of a key board committee.WITHHOLD votes are warranted for Gregory (Greg) Maffei and David Zaslav for serving on more than three public boards while serving as CEOs of outside companies.A vote FOR the remaining director nominees is warranted.

Mgmt For For For Elect Director Evan D. Malone 1.6

Mgmt Withhold Withhold For Elect Director James E. Meyer 1.7


Mgmt For For For Elect Director Jonelle Procope 1.8

Mgmt For For For Elect Director Michael Rapino 1.9

Mgmt For For For Elect Director Kristina M. Salen 1.10

Mgmt For For For Elect Director Carl E. Vogel 1.11

Mgmt For For For Elect Director Jennifer C. Witz 1.12

Mgmt Withhold Withhold For Elect Director David M. Zaslav 1.13



Somnomed Limited



Country: Australia



Ticker: SOM

Vote Summary Report


Somnomed Limited

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve the Increase in Maximum Aggregate

Remuneration of Non-Executive Directors Mgmt For Against For

Mgmt For Against For Approve New Employee Share Option Plan and

Non-Executive Share Option Plan 2

Mgmt For Against For Approve Issuance of Options to Neil

Verdal-Austin 3

Mgmt For Against For Approve Issuance of Options to Guy Russo 4

Mgmt For Against For Approve Issuance of Options to Hamish Corlett 5

Mgmt For Against For Approve Issuance of Options to Amrita

Blickstead 6

Mgmt For Against For Approve Issuance of Options to Michael Gordon 7

Mgmt For Against For Approve Issuance of Options to Hilton Brett 8

Mgmt For Against For Approve Issuance of Options to Karen Borg 9

T-Mobile US, Inc.



Country: USA



Ticker: TMUS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Marcelo Claure Mgmt For Withhold Withhold

Voting Policy Rationale: WITHHOLD votes for all director nominees are warranted because a majority of the board is not independent.WITHHOLD votes are warranted for Christian Illek, Marcelo Claure, Raphael Kubler, Dominique Leroy and Michael Wilkens for serving as non-independent members of key board committees.WITHHOLD votes are further warranted for compensation committee members Christian Illek, Marcelo Claure, Raphael Kubler, and Kelvin Westbrook, in the absence of a say-on-pay proposal on the ballot, due to an unmitigated pay-for-performance misalignment. CEO Sievert and NEO Ray each received a large one-time equity award, for which the goals are not particularly rigorous or certain forward-looking goals are not disclosed. In addition, the relative TSR metric under the LTI program targets median performance. Further, the FY20 STI program was modified, resulting in above-target payouts.Significant risks to shareholders stemming from moderate to severe ESG controversies have been identified at the company, which reflects a failure by the board to proficiently guard against, manage and mitigate material environmental, social and governance risks. In addition, the company does not have any public reports or information on its website about its sustainability strategy or communications regarding its environmental and social performance.* WITHHOLD votes for board chair Timotheus (Tim) Hoettges are warranted given that the chair of the board ultimately shoulders the most responsibility amongst all board members for failing to effectively supervise the management of risks to the company and its shareholders, and should therefore be held the most accountable for poor board oversight of ESG risk exposures at the firm.

Vote Summary Report


T-Mobile US, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Srikant M. Datar 1.2


Mgmt Withhold Withhold For Elect Director Bavan M. Holloway 1.3


Mgmt Withhold Withhold For Elect Director Timotheus Hottges 1.4


Vote Summary Report



Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Christian P. Illek 1.5


Mgmt Withhold Withhold For Elect Director Raphael Kubler 1.6


Mgmt Withhold Withhold For Elect Director Thorsten Langheim 1.7


Vote Summary Report



Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Dominique Leroy 1.8


Mgmt Withhold Withhold For Elect Director G. Michael (Mike) Sievert 1.9


Mgmt Withhold Withhold For Elect Director Teresa A. Taylor 1.10


Vote Summary Report



Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Omar Tazi 1.11


Mgmt Withhold Withhold For Elect Director Kelvin R. Westbrook 1.12


Mgmt Withhold Withhold For Elect Director Michael Wilkens 1.13



Vote Summary Report


Citrix Systems, Inc.



Country: USA



Ticker: CTXS

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Robert M. Calderoni Mgmt For For For

Mgmt For For For Elect Director Nanci E. Caldwell 1b

Mgmt For For For Elect Director Murray J. Demo 1c

Mgmt For For For Elect Director Ajei S. Gopal 1d

Mgmt For For For Elect Director David J. Henshall 1e

Mgmt For For For Elect Director Thomas E. Hogan 1f

Mgmt For For For Elect Director Moira A. Kilcoyne 1g

Mgmt For For For Elect Director Robert E. Knowling, Jr. 1h

Mgmt For For For Elect Director Peter J. Sacripanti 1i

Mgmt For For For Elect Director J. Donald Sherman 1j



3

SH For For None Adopt Simple Majority Vote 4

ServiceNow, Inc.



Country: USA



Ticker: NOW

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Susan L. Bostrom Mgmt For For

Mgmt For For Elect Director Jonathan C. Chadwick 1b

Mgmt For For Elect Director Lawrence J. Jackson, Jr. 1c

Mgmt For For Elect Director Frederic B. Luddy 1d

Mgmt For For Elect Director Jeffrey A. Miller 1e

Mgmt For For Advisory Vote to Ratify Named Executive


Vote Summary Report


ServiceNow, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For Provide Right to Call Special Meeting 4

Mgmt For For Approve Omnibus Stock Plan 5

Mgmt For For Amend Qualified Employee Stock Purchase Plan 6

MercadoLibre, Inc.



Country: USA



Ticker: MELI

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Nicolas Galperin Mgmt For For For

Mgmt For For For Elect Director Henrique Dubugras 1.2



Mgmt For For For Ratify Deloitte & Co. S.A as Auditors 3

Workday, Inc.



Country: USA



Ticker: WDAY

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1.1 Elect Director Aneel Bhusri Mgmt For For For

Mgmt For For For Elect Director Ann-Marie Campbell 1.2

Mgmt For For For Elect Director David A. Duffield 1.3

Mgmt For For For Elect Director Lee J. Styslinger, III 1.4



3

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

Vote Summary Report


Discovery, Inc.



Country: USA



Ticker: DISCA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Robert R. Beck Mgmt For Withhold Withhold

Voting Policy Rationale: WITHHOLD votes are warranted for incumbent Nominating Committee member J. David Wargo for lack of diversity on the board.WITHHOLD votes are warranted for incumbent directors Robert Beck and J. David Wargo due to poor stewardship of the compensation program and repeated failures to address perennial concerns. In addition, the company did not adequately respond to last year's say-on-pay vote.A vote FOR Robert Johnson is warranted as he is a new director nominee at this year's annual meeting.

Mgmt For For For Elect Director Robert L. Johnson 1.2

Mgmt Withhold Withhold For Elect Director J. David Wargo 1.3

Voting Policy Rationale: WITHHOLD votes are warranted for incumbent Nominating Committee member J. David Wargo for lack of diversity on the board.WITHHOLD votes are warranted for incumbent directors Robert Beck and J. David Wargo due to poor stewardship of the compensation program and repeated failures to address perennial concerns. In addition, the company did not adequately respond to last year's say-on-pay vote.A vote FOR Robert Johnson is warranted as he is a new director nominee at this year's annual meeting.


salesforce.com, inc.



Country: USA



Ticker: CRM

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Marc Benioff Mgmt For For For

Mgmt For For For Elect Director Craig Conway 1b

Mgmt For For For Elect Director Parker Harris 1c

Mgmt For For For Elect Director Alan Hassenfeld 1d

Mgmt For For For Elect Director Neelie Kroes 1e

Mgmt For For For Elect Director Colin Powell 1f

Mgmt For For For Elect Director Sanford Robertson 1g

Mgmt For For For Elect Director John V. Roos 1h

Mgmt For For For Elect Director Robin Washington 1i

Vote Summary Report


salesforce.com, inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Maynard Webb 1j

Mgmt For For For Elect Director Susan Wojcicki 1k




4

SH For For Against Amend Certificate of Incorporation to Become a Public Benefit Corporation

5

Voting Policy Rationale: A vote FOR this proposal is warranted as it would further strengthen the company's commitment to the environmental and social goals of the Business Roundtable statement on the purpose of a corporation, where corporations endeavor to benefit all stakeholders, including customers, employees, suppliers, communities and shareholders.

Asahi Holdings, Inc.



Country: Japan



Ticker: 5857

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Amend Articles to Amend Business Lines - Clarify Director Authority on Shareholder Meetings - Clarify Director Authority on Board

Meetings

Mgmt For For For

Mgmt For For For Elect Director Terayama, Mitsuharu 2.1

Mgmt For For For Elect Director Higashiura, Tomoya 2.2


Kimura, Yuji 3.1


Kanazawa, Kyoko 3.2


Hara, Yoshinori 3.3


Kimura, Miyoko 3.4


Kagimoto, Mitsutoshi 3.5


Vote Summary Report


Square, Inc.



Country: USA



Ticker: SQ

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Randy Garutti Mgmt For Withhold Withhold

Voting Policy Rationale: WITHHOLD votes are warranted for director nominees Randy Garutti, Mary Meeker, Lawrence (Larry) Summers, and Darren Walker given the board's failure to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the governing documents and the classified board, each of which adversely impacts shareholder rights.

Mgmt Withhold Withhold For Elect Director Mary Meeker 1.2


Mgmt Withhold Withhold For Elect Director Lawrence Summers 1.3


Mgmt Withhold Withhold For Elect Director Darren Walker 1.4



2

Voting Policy Rationale: A vote AGAINST this proposal is warranted, as the acceleration of NEO Reses' equity upon voluntary termination is a problematic pay practice.




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

5


Autodesk, Inc.



Country: USA



Ticker: ADSK

Vote Summary Report


Autodesk, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Andrew Anagnost Mgmt For For For

Mgmt For For For Elect Director Karen Blasing 1b

Mgmt For For For Elect Director Reid French 1c

Mgmt For For For Elect Director Ayanna Howard 1d

Mgmt For For For Elect Director Blake Irving 1e

Mgmt For For For Elect Director Mary T. McDowell 1f

Mgmt For For For Elect Director Stephen Milligan 1g

Mgmt For For For Elect Director Lorrie M. Norrington 1h

Mgmt For For For Elect Director Elizabeth (Betsy) Rafael 1i

Mgmt For For For Elect Director Stacy J. Smith 1j




Hankyu Hanshin Holdings, Inc.



Country: Japan



Ticker: 9042

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 25

Mgmt For For For

Mgmt For For For Elect Director Sumi, Kazuo 2.1

Mgmt For For For Elect Director Sugiyama, Takehiro 2.2

Mgmt For For For Elect Director Shin, Masao 2.3

Mgmt For For For Elect Director Inoue, Noriyuki 2.4

Mgmt For For For Elect Director Endo, Noriko 2.5

Mgmt For For For Elect Director Tsuru, Yuki 2.6

Mgmt For For For Elect Director Shimatani, Yoshishige 2.7

Mgmt For For For Elect Director Araki, Naoya 2.8

Vote Summary Report


Hankyu Hanshin Holdings, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Alternate Director and Audit Committee Member Tsuru, Yuki

3

Equity Residential



Country: USA



Ticker: EQR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Angela M. Aman Mgmt For For For

Mgmt For For For Elect Director Raymond Bennett 1.2

Mgmt For For For Elect Director Linda Walker Bynoe 1.3

Mgmt For For For Elect Director Connie K. Duckworth 1.4

Mgmt For For For Elect Director Mary Kay Haben 1.5

Mgmt For For For Elect Director Tahsinul Zia Huque 1.6

Mgmt For For For Elect Director John E. Neal 1.7

Mgmt For For For Elect Director David J. Neithercut 1.8

Mgmt For For For Elect Director Mark J. Parrell 1.9

Mgmt For For For Elect Director Mark S. Shapiro 1.10

Mgmt For For For Elect Director Stephen E. Sterrett 1.11

Mgmt For For For Elect Director Samuel Zell 1.12




NTT DATA Corp.



Country: Japan



Ticker: 9613

Vote Summary Report


NTT DATA Corp.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Mgmt For For For Elect Director Homma, Yo 2.1

Mgmt For For For Elect Director Yamaguchi, Shigeki 2.2

Mgmt For For For Elect Director Fujiwara, Toshi 2.3

Mgmt For For For Elect Director Nishihata, Kazuhiro 2.4

Mgmt For For For Elect Director Suzuki, Masanori 2.5

Mgmt For For For Elect Director Sasaki, Yutaka 2.6

Mgmt For For For Elect Director Hirano, Eiji 2.7

Mgmt For For For Elect Director Fujii, Mariko 2.8

Mgmt For For For Elect Director Patrizio Mapelli 2.9

Mgmt For For For Elect Director Arimoto, Takeshi 2.10

Mgmt For For For Elect Director Ike, Fumihiko 2.11

Mgmt Against Against For Elect Director and Audit Committee Member

Okada, Akihiko 3

Voting Policy Rationale: A vote AGAINST this director nominee is warranted because:* This outside director candidate who will be an audit committee member lacks independence.


Mgmt For For For Approve Cash Compensation Ceiling for Directors Who Are Not Audit Committee Members and Compensation Ceiling Set Aside for Executive Shareholding Association

5

Recruit Holdings Co., Ltd.



Country: Japan


Primary Security ID: J6433A101

Ticker: 6098

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Minegishi, Masumi Mgmt For For For

Mgmt For For For Elect Director Idekoba, Hisayuki 1.2

Mgmt For For For Elect Director Senaha, Ayano 1.3

Vote Summary Report


Recruit Holdings Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Rony Kahan 1.4

Mgmt For For For Elect Director Izumiya, Naoki 1.5

Mgmt For For For Elect Director Totoki, Hiroki 1.6

Mgmt For For For Appoint Alternate Statutory Auditor Tanaka, Miho

2

Mgmt Against Against For Approve Trust-Type Equity Compensation Plan 3

Voting Policy Rationale: A vote AGAINST this proposal is warranted because:* No specific performance hurdles are specified, and shares are transferable to recipients in less than three years after this shareholder meeting by non-retiring recipients.

Mgmt For For For Approve Stock Option Plan 4

Mgmt Against Against For Amend Articles to Allow Virtual Only Shareholder Meetings

5

Voting Policy Rationale: A vote AGAINST this proposal is warranted because:* Japanese companies are able to hold virtual meetings using temporary regulatory relief (without amending articles) for two years, but the passage of this proposal will authorize the company to hold virtual meetings permanently, without further need to consult shareholders, even after the current health crisis is resolved.* The proposed language fails to specify situations under which virtual meetings will be held, raising concerns that meaningful exchange between the company and shareholders could be hindered, especially in controversial situations such as when shareholder proposals are submitted, a proxy fight is waged, or a corporate scandal occurs.

Splunk Inc.



Country: USA



Ticker: SPLK

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1a Elect Director Sara Baack Mgmt For For For

Mgmt For For For Elect Director Sean Boyle 1b

Mgmt For For For Elect Director Douglas Merritt 1c

Mgmt For For For Elect Director Graham Smith 1d


Vote Summary Report


Splunk Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


3

Voting Policy Rationale: A vote AGAINST this proposal is warranted. Although annual and long-term incentives are primarily based on objective performance measures, the company uses the same metric – annual recurring revenue measured over a one-year period – as the sole metric for the annual incentive and as the main metric for the performance share units. The company made a mid-year adjustment to the ARR growth target, which ultimately had the effect of turning below-threshold performance on this metric into above-target performance; and the committee neither adjusted payout opportunities in line with the reduced targets, nor exercised discretion to cap payouts. Such modifications to in-progress equity awards are generally not viewed by investors as an appropriate response to the COVID-19 pandemic.

Fortinet, Inc.



Country: USA


Primary Security ID: 34959E109

Ticker: FTNT

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Ken Xie Mgmt For For For

Mgmt For For For Elect Director Michael Xie 1.2

Mgmt For For For Elect Director Kelly Ducourty 1.3

Mgmt For For For Elect Director Kenneth A. Goldman 1.4

Mgmt For For For Elect Director Ming Hsieh 1.5

Mgmt For For For Elect Director Jean Hu 1.6

Mgmt For For For Elect Director William H. Neukom 1.7

Mgmt For For For Elect Director Judith Sim 1.8




Limeade, Inc.



Country: USA


Primary Security ID: U5409B108

Ticker: LME

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Elect Steve Hamerslag as Class II Director Mgmt For Against Against

Vote Summary Report


Limeade, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Voting Policy Rationale: Item 1A vote AGAINST the reelection of Steven (Steve) Hamerslag is warranted because:* He is a member of the company's audit committee and the company failed to disclose the fees paid to the auditor in FY20 to examine the level of non-audit services rendered by the auditor.* The company did not provide disclosure on the individual directors' attendance at board and committee meetings held during the year, being materially inconsistent with good governance and shareholder expectations. Such failure to disclose attendance records and any failure to attend directors' meetings may indicate a director's inability to appropriately carry out their fiduciary duties.* The company failed to comply with the minimum requirement of the Corporations Act 2001 with respect to lodgment of notice of meeting prior to the AGM.Item 2A vote FOR the election of Deven Billimoria is warranted.

Mgmt For For For Elect Deven Billimoria as Class II Director 2

Mgmt For For For Approve Grant of Options to Henry Albrecht 3

Nomura Research Institute Ltd.



Country: Japan


Primary Security ID: J5900F106

Ticker: 4307

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Konomoto, Shingo Mgmt For For For

Mgmt For For For Elect Director Fukami, Yasuo 1.2

Mgmt For For For Elect Director Momose, Hironori 1.3

Mgmt For For For Elect Director Anzai, Hidenori 1.4

Mgmt For For For Elect Director Ebato, Ken 1.5

Mgmt For For For Elect Director Funakura, Hiroshi 1.6

Mgmt For For For Elect Director Omiya, Hideaki 1.7

Mgmt For For For Elect Director Sakata, Shinoi 1.8

Mgmt For For For Elect Director Ohashi, Tetsuji 1.9

Mgmt For For For Appoint Statutory Auditor Kosakai, Kenkichi 2

Dai-ichi Life Holdings, Inc.



Country: Japan



Ticker: 8750

Vote Summary Report


Dai-ichi Life Holdings, Inc.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Mgmt For For For Elect Director Watanabe, Koichiro 2.1

Mgmt For For For Elect Director Inagaki, Seiji 2.2

Mgmt For For For Elect Director Teramoto, Hideo 2.3

Mgmt For For For Elect Director Kikuta, Tetsuya 2.4

Mgmt For For For Elect Director Shoji, Hiroshi 2.5

Mgmt For For For Elect Director Akashi, Mamoru 2.6

Mgmt For For For Elect Director Sumino, Toshiaki 2.7

Mgmt For For For Elect Director George Olcott 2.8

Mgmt For For For Elect Director Maeda, Koichi 2.9

Mgmt For For For Elect Director Inoue, Yuriko 2.10

Mgmt For For For Elect Director Shingai, Yasushi 2.11

Brookfield Renewable Corporation



Country: Canada



Ticker: BEPC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Jeffrey Blidner Mgmt For Withhold Withhold

Voting Policy Rationale: Vote WITHHOLD for Jeffrey Blidner for serving on more than five public company boards.Vote FOR all other proposed nominees.

Mgmt For For For Elect Director Scott Cutler 1.2

Mgmt For For For Elect Director Eleazar de Carvalho Filho 1.3

Mgmt For For For Elect Director Nancy Dorn 1.4

Mgmt For For For Elect Director David Mann 1.5

Mgmt For For For Elect Director Lou Maroun 1.6

Mgmt For For For Elect Director Sachin Shah 1.7

Mgmt For For For Elect Director Stephen Westwell 1.8

Vote Summary Report


Brookfield Renewable Corporation Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Patricia Zuccotti 1.9

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

2

Dell Technologies Inc.



Country: USA



Ticker: DELL

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Michael S. Dell Mgmt For Withhold Withhold

Voting Policy Rationale: WITHHOLD votes are warranted for Michael Dell and Egon Durban for serving as non-independent members of certain key board committees.WITHHOLD votes are further warranted for Egon Durban for serving as a director on more than f ive public company boards.WITHHOLD votes are also warranted for Michael Dell, David Dorman, Egon Durban, William Green, Ellen Kullman, Simon Patterson and Lynn Vojvodich given the board's failure to remove, or subject to a sunset requirement, its multi-class capital structure.WITHHOLD votes are warranted for incumbent Nominating Committee members Michael Dell, David Dorman and Egon Durban for lack of diversity on the board.

Mgmt Withhold Withhold For Elect Director David W. Dorman 1.2


Mgmt Withhold Withhold For Elect Director Egon Durban 1.3


Mgmt Withhold Withhold For Elect Director William D. Green 1.4


Vote Summary Report


Dell Technologies Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Withhold Withhold For Elect Director Simon Patterson 1.5


Mgmt Withhold Withhold For Elect Director Lynn M. Vojvodich 1.6


Mgmt Withhold Withhold For Elect Director Ellen J. Kullman 1.7





East Japan Railway Co.



Country: Japan


Primary Security ID: J1257M109

Ticker: 9020

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Approve Allocation of Income, With a Final Dividend of JPY 50

Mgmt For For For

Mgmt For For For Elect Director Tomita, Tetsuro 2.1

Mgmt For For For Elect Director Fukasawa, Yuji 2.2

Mgmt For For For Elect Director Kise, Yoichi 2.3

Mgmt For For For Elect Director Ise, Katsumi 2.4

Mgmt For For For Elect Director Ichikawa, Totaro 2.5

Mgmt For For For Elect Director Sakai, Kiwamu 2.6

Vote Summary Report


East Japan Railway Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Ouchi, Atsushi 2.7

Mgmt For For For Elect Director Ito, Atsuko 2.8

Mgmt For For For Elect Director Ito, Motoshige 2.9

Mgmt For For For Elect Director Amano, Reiko 2.10

Mgmt For For For Elect Director Sakuyama, Masaki 2.11

Mgmt For For For Elect Director Kawamoto, Hiroko 2.12

Mgmt Against Against For Appoint Statutory Auditor Mori, Kimitaka 3

Voting Policy Rationale: A vote AGAINST this nominee is warranted because:* The outside statutory auditor nominee's affiliation with the company could compromise independence.

Mastercard Incorporated



Country: USA



Ticker: MA

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Ajay Banga Mgmt For For For

Mgmt For For For Elect Director Merit E. Janow 1b

Mgmt For For For Elect Director Richard K. Davis 1c

Mgmt For For For Elect Director Steven J. Freiberg 1d

Mgmt For For For Elect Director Julius Genachowski 1e

Mgmt For For For Elect Director Choon Phong Goh 1f

Mgmt For For For Elect Director Oki Matsumoto 1g

Mgmt For For For Elect Director Michael Miebach 1h

Mgmt For For For Elect Director Youngme Moon 1i

Mgmt For For For Elect Director Rima Qureshi 1j

Mgmt For For For Elect Director Jose Octavio Reyes Lagunes 1k

Mgmt For For For Elect Director Gabrielle Sulzberger 1l

Mgmt For For For Elect Director Jackson Tai 1m

Mgmt For For For Elect Director Lance Uggla 1n

Vote Summary Report


Mastercard Incorporated Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


2

Voting Policy Rationale: A vote AGAINST this proposal is warranted given significant concerns regarding COVID-related compensation adjustments. Performance goals were adjusted for the annual incentive and the 2018 closing-cycle performance shares. Both awards would have been originally earned below target, but the modifications resulted in target payouts. Although some investors have expressed a degree of flexibility regarding adjustments to short-term awards, adjustments to closing-cycle equity awards are not viewed as an appropriate reaction to COVID-related disruptions.



Mgmt For For For Amend Non-Employee Director Omnibus Stock Plan

5

Mgmt For For For Eliminate Supermajority Vote Requirement 6

NEC Corp.



Country: Japan



Ticker: 6701

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Endo, Nobuhiro Mgmt For For For

Mgmt For For For Elect Director Niino, Takashi 1.2

Mgmt For For For Elect Director Morita, Takayuki 1.3

Mgmt For For For Elect Director Ishiguro, Norihiko 1.4

Mgmt For For For Elect Director Matsukura, Hajime 1.5

Mgmt For For For Elect Director Nishihara, Moto 1.6

Mgmt For For For Elect Director Seto, Kaoru 1.7

Mgmt For For For Elect Director Iki, Noriko 1.8

Mgmt For For For Elect Director Ito, Masatoshi 1.9

Mgmt For For For Elect Director Nakamura, Kuniharu 1.10

Mgmt For For For Elect Director Ota, Jun 1.11

Mgmt For For For Elect Director Christina Ahmadjian 1.12

Mgmt For For For Appoint Statutory Auditor Odake, Nobuhiro 2

Vote Summary Report


NIDEC Corp.



Country: Japan



Ticker: 6594

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Nagamori, Shigenobu Mgmt For For For

Mgmt For For For Elect Director Seki, Jun 1.2

Mgmt For For For Elect Director Sato, Teiichi 1.3

Mgmt For For For Elect Director Shimizu, Osamu 1.4


Vocus Group Ltd.



Country: Australia

Meeting Type: Court


Ticker: VOC

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Approve Scheme of Arrangement in Relation to the Proposed Acquisition of the Company by Voyage Australia Pty Limited

1

ACOM Co., Ltd.



Country: Japan



Ticker: 8572

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction


Mgmt For For For

Vote Summary Report


ACOM Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Elect Director Kinoshita, Shigeyoshi 2.1

Voting Policy Rationale: A vote AGAINST this director nominee is warranted because:* Top management bears responsibility for the firm's board composition at the company with an audit committee structure which will not include at least one-third outsiders.* Top management should be held responsible for the board composition at the controlled company, which will not have at least two independent directors and board independence of at least one-third.* The nominee is an incumbent representative director and there is a lack of gender diversity on the board.

Mgmt Against Against For Elect Director Kinoshita, Masataka 2.2

Voting Policy Rationale: A vote AGAINST this director nominee is warranted because:* Top management bears responsibility for the firm's board composition at the company with an audit committee structure which will not include at least one-third outsiders.* Top management should be held responsible for the board composition at the controlled company, which will not have at least two independent directors and board independence of at least one-third.* The nominee is an incumbent representative director and there is a lack of gender diversity on the board.

Mgmt For For For Elect Director Uchida, Tomomi 2.3

Mgmt For For For Elect Director Kiribuchi, Takashi 2.4

Mgmt For For For Elect Director Naruse, Hiroshi 2.5

Mgmt For For For Elect Director Osawa, Masakazu 2.6

Mgmt For For For Elect Director and Audit Committee Member Fukumoto, Kazuo

3.1

Mgmt For For For Elect Director and Audit Committee Member Ishikawa, Masahide

3.2

Mgmt Against Against For Elect Director and Audit Committee Member Akiyama, Takuji

3.3


Mgmt For For For Elect Alternate Director and Audit Committee

Member Shimbo, Hitoshi 4

KDDI Corp.



Country: Japan



Ticker: 9433

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For

Mgmt For For For Elect Director Tanaka, Takashi 2.1

Mgmt For For For Elect Director Takahashi, Makoto 2.2

Mgmt For For For Elect Director Shoji, Takashi 2.3

Mgmt For For For Elect Director Muramoto, Shinichi 2.4

Vote Summary Report


KDDI Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Mori, Keiichi 2.5

Mgmt For For For Elect Director Morita, Kei 2.6

Mgmt For For For Elect Director Amamiya, Toshitake 2.7

Mgmt For For For Elect Director Takeyama, Hirokuni 2.8

Mgmt For For For Elect Director Yoshimura, Kazuyuki 2.9

Mgmt For For For Elect Director Yamaguchi, Goro 2.10

Mgmt For For For Elect Director Yamamoto, Keiji 2.11

Mgmt For For For Elect Director Oyagi, Shigeo 2.12

Mgmt For For For Elect Director Kano, Riyo 2.13

Mgmt For For For Elect Director Goto, Shigeki 2.14

Mgmt For For For Appoint Statutory Auditor Asahina, Yukihiro 3

SoftBank Group Corp.



Country: Japan


Primary Security ID: J7596P109

Ticker: 9984

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt Against Against For Amend Articles to Allow Virtual Only Shareholder Meetings - Amend Business Lines - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Number of Directors - Remove All Provisions on Advisory

Positions

2

Voting Policy Rationale: A vote AGAINST this proposal is warranted because:* Concerning the request to allow the company to hold virtual only shareholder meetings, Japanese companies are able to hold virtual meetings using temporary regulatory relief (without amending articles) for two years, but the passage of this proposal will authorize the company to hold virtual meetings permanently, without further need to consult shareholders, even after the current health crisis is resolved.* In addition, the proposed language fails to specify situations under which virtual meetings will be held, raising concerns that meaningful exchange between the company and shareholders could be hindered, especially in controversial situations such as when shareholder proposals are submitted, a proxy fight is waged, or a corporate scandal occurs.

Mgmt For For For Elect Director Son, Masayoshi 3.1

Mgmt For For For Elect Director Goto, Yoshimitsu 3.2

Mgmt For For For Elect Director Miyauchi, Ken 3.3

Mgmt For For For Elect Director Kawabe, Kentaro 3.4

Vote Summary Report


SoftBank Group Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Iijima, Masami 3.5

Mgmt For For For Elect Director Matsuo, Yutaka 3.6

Mgmt For For For Elect Director Lip-Bu Tan 3.7

Mgmt For For For Elect Director Erikawa, Keiko 3.8

Mgmt For For For Elect Director Kenneth A. Siegel 3.9

Mgmt Against Against For Appoint Statutory Auditor Nakata, Yuji 4.1

Voting Policy Rationale: A vote AGAINST this nominee is warranted because:* The outside statutory auditor nominee's affiliation with the company could compromise independence.

Mgmt For For For Appoint Statutory Auditor Uno, Soichiro 4.2

Mgmt For For For Appoint Statutory Auditor Otsuka, Keiichi 4.3

Mgmt For For For Approve Compensation Ceiling for Statutory Auditors

5

West Japan Railway Co.



Country: Japan



Ticker: 9021

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt For For For Elect Director Hasegawa, Kazuaki 2.1

Mgmt For For For Elect Director Saito, Norihiko 2.2

Mgmt For For For Elect Director Miyahara, Hideo 2.3

Mgmt For For For Elect Director Takagi, Hikaru 2.4

Mgmt For For For Elect Director Tsutsui, Yoshinobu 2.5

Mgmt For For For Elect Director Nozaki, Haruko 2.6

Mgmt For For For Elect Director Ogata, Fumito 2.7

Mgmt For For For Elect Director Sugioka, Atsushi 2.8

Mgmt For For For Elect Director Kurasaka, Shoji 2.9

Mgmt For For For Elect Director Nakamura, Keijiro 2.10

Mgmt For For For Elect Director Kawai, Tadashi 2.11

Mgmt For For For Elect Director Nakanishi, Yutaka 2.12

Vote Summary Report


West Japan Railway Co. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Tsubone, Eiji 2.13

Nomura Real Estate Holdings, Inc.



Country: Japan


Primary Security ID: J5893B104

Ticker: 3231

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Nagamatsu, Shoichi Mgmt For For For

Mgmt For For For Elect Director Kutsukake, Eiji 1.2

Mgmt For For For Elect Director Matsuo, Daisaku 1.3

Mgmt For For For Elect Director Haga, Makoto 1.4

Mgmt For For For Elect Director Kurokawa, Hiroshi 1.5

Mgmt For For For Elect Director Higashi, Tetsuro 1.6

Mgmt For For For Elect Director Ito, Katsura 1.7


Kimura, Hiroyuki 2.1


Takayama, Yasushi 2.2


Mogi, Yoshio 2.3


Miyakawa, Akiko 2.4

OMRON Corp.



Country: Japan



Ticker: 6645

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For

Mgmt For For For Elect Director Tateishi, Fumio 2.1

Vote Summary Report


OMRON Corp. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Yamada, Yoshihito 2.2

Mgmt For For For Elect Director Miyata, Kiichiro 2.3

Mgmt For For For Elect Director Nitto, Koji 2.4

Mgmt For For For Elect Director Ando, Satoshi 2.5

Mgmt For For For Elect Director Kobayashi, Eizo 2.6

Mgmt For For For Elect Director Kamigama, Takehiro 2.7

Mgmt For For For Elect Director Kobayashi, Izumi 2.8

Mgmt For For For Appoint Statutory Auditor Tamaki, Shuji 3.1

Mgmt For For For Appoint Statutory Auditor Kunihiro, Tadashi 3.2

Mgmt For For For Appoint Alternate Statutory Auditor Watanabe, Toru

4


Twitter, Inc.



Country: USA



Ticker: TWTR

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1a Elect Director Jesse Cohn Mgmt For For For

Mgmt For For For Elect Director Martha Lane Fox 1b

Mgmt For For For Elect Director Fei-Fei Li 1c

Mgmt For For For Elect Director David Rosenblatt 1d



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



Mgmt For For For Declassify the Board of Directors 5

SH Report on Climate Change *Withdrawn

Resolution* 6

Vote Summary Report


Twitter, Inc. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


7

Voting Policy Rationale: A vote FOR this resolution is warranted. A director with human and/or civil rights expertise as a core part of their previous professional experience, training, or education, would be of value to Twitter given the human rights risks of its current general operations. Such a director could enhance the board's oversight of human rights-related risks.

Kyocera Corp.



Country: Japan



Ticker: 6971

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt For For For Elect Director Yamaguchi, Goro 2.1

Mgmt For For For Elect Director Tanimoto, Hideo 2.2

Mgmt For For For Elect Director Fure, Hiroshi 2.3

Mgmt For For For Elect Director Ina, Norihiko 2.4

Mgmt For For For Elect Director Kano, Koichi 2.5

Mgmt For For For Elect Director Aoki, Shoichi 2.6

Mgmt For For For Elect Director Aoyama, Atsushi 2.7

Mgmt For For For Elect Director Koyano, Akiko 2.8

Mgmt For For For Elect Director Kakiuchi, Eiji 2.9

Mgmt For For For Appoint Alternate Statutory Auditor Kida, Minoru 3

Suzuken Co., Ltd.



Country: Japan



Ticker: 9987

Vote Summary Report


Suzuken Co., Ltd.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

1 Amend Articles to Abolish Board Structure with Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval

Mgmt For For For

Mgmt For For For Elect Director Bessho, Yoshiki 2.1

Mgmt For For For Elect Director Miyata, Hiromi 2.2

Mgmt For For For Elect Director Asano, Shigeru 2.3

Mgmt For For For Elect Director Tamura, Hisashi 2.4

Mgmt For For For Elect Director Takahashi, Chie 2.5

Mgmt For For For Elect Director Usui, Yasunori 2.6

Mgmt For For For Elect Director Samura, Shunichi 2.7

Mgmt Against Against For Elect Director and Audit Committee Member

Ueda, Keisuke 3.1


Mgmt For For For Elect Director and Audit Committee Member Iwatani, Toshiaki

3.2

Mgmt Against Against For Elect Director and Audit Committee Member Ogasawara, Takeshi

3.3


Mgmt For For For Elect Alternate Director and Audit Committee Member Usui, Yasunori

4

Mgmt For For For Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members

5

Mgmt For For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members

6


Sysmex Corp.



Country: Japan


Primary Security ID: J7864H102

Ticker: 6869

Vote Summary Report


Sysmex Corp.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Mgmt For For For Elect Director Ietsugu, Hisashi 2.1

Mgmt For For For Elect Director Asano, Kaoru 2.2

Mgmt For For For Elect Director Tachibana, Kenji 2.3

Mgmt For For For Elect Director Matsui, Iwane 2.4

Mgmt For For For Elect Director Kanda, Hiroshi 2.5

Mgmt For For For Elect Director Yoshida, Tomokazu 2.6

Mgmt For For For Elect Director Takahashi, Masayo 2.7

Mgmt For For For Elect Director Ota, Kazuo 2.8

Mgmt For For For Elect Director Fukumoto, Hidekazu 2.9

Mgmt For For For Elect Alternate Director and Audit Committee

Member Onishi, Koichi 3

TOTO Ltd.



Country: Japan



Ticker: 5332

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1.1 Elect Director Kitamura, Madoka Mgmt For Against Against

Voting Policy Rationale: A vote AGAINST this nominee is warranted because:* The nominee is an incumbent representative director and there is a lack of gender diversity on the board.

Mgmt Against Against For Elect Director Kiyota, Noriaki 1.2


Mgmt Against Against For Elect Director Shirakawa, Satoshi 1.3


Mgmt For For For Elect Director Hayashi, Ryosuke 1.4

Mgmt For For For Elect Director Taguchi, Tomoyuki 1.5

Mgmt For For For Elect Director Tamura, Shinya 1.6

Vote Summary Report


TOTO Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Kuga, Toshiya 1.7

Mgmt For For For Elect Director Shimizu, Takayuki 1.8

Mgmt For For For Elect Director Taketomi, Yojiro 1.9

Mgmt For For For Elect Director Shimono, Masatsugu 1.10

Mgmt For For For Elect Director Tsuda, Junji 1.11

Mgmt For For For Elect Director Yamauchi, Shigenori 1.12


Benesse Holdings, Inc.



Country: Japan


Primary Security ID: J0429N102

Ticker: 9783

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Amend Articles to Amend Business Lines Mgmt For For For

Mgmt For For For Elect Director Adachi, Tamotsu 2.1

Mgmt For For For Elect Director Kobayashi, Hitoshi 2.2

Mgmt For For For Elect Director Takiyama, Shinya 2.3

Mgmt For For For Elect Director Fukutake, Hideaki 2.4

Mgmt For For For Elect Director Ihara, Katsumi 2.5

Mgmt For For For Elect Director Iwai, Mutsuo 2.6

Mgmt For For For Elect Director Noda, Yumiko 2.7

Mgmt For For For Elect Director Takashima, Kohei 2.8

NGK Insulators, Ltd.



Country: Japan



Ticker: 5333

Vote Summary Report


NGK Insulators, Ltd.

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Mgmt For For For Amend Articles to Amend Business Lines 2

Mgmt For For For Elect Director Oshima, Taku 3.1

Mgmt For For For Elect Director Kobayashi, Shigeru 3.2

Mgmt For For For Elect Director Kanie, Hiroshi 3.3

Mgmt For For For Elect Director Niwa, Chiaki 3.4

Mgmt For For For Elect Director Iwasaki, Ryohei 3.5

Mgmt For For For Elect Director Shindo, Hideaki 3.6

Mgmt For For For Elect Director Kamano, Hiroyuki 3.7

Mgmt For For For Elect Director Hamada, Emiko 3.8

Mgmt For For For Elect Director Furukawa, Kazuo 3.9

Mgmt For For For Appoint Statutory Auditor Saji, Nobumitsu 4

Mgmt For For For Approve Deep Discount Stock Option Plan 5

Red Electrica Corp. SA



Country: Spain


Primary Security ID: E42807110

Ticker: REE

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

1 Approve Standalone Financial Statements Mgmt For For For

Mgmt For For For Approve Consolidated Financial Statements 2

Mgmt For For For Approve Allocation of Income and Dividends 3



Mgmt For For For Elect Marcos Vaquer Caballeria as Director 6.1

Mgmt For For For Elect Elisenda Malaret Garcia as Director 6.2

Mgmt For For For Elect Jose Maria Abad Hernandez as Director 6.3

Vote Summary Report


Red Electrica Corp. SA Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Ratify Appointment of and Elect Ricardo Garcia Herrera as Director

6.4

Mgmt For For For Amend Articles Re: Corporate Purpose, Nationality and Registered Office

7.1

Mgmt For For For Amend Articles Re: Share Capital and Shareholders' Preferential Subscription Rights

7.2

Mgmt For For For Amend Articles Re: General Meetings, Meeting Types, Quorum, Right to Information and Attendance, Constitution, Deliberations and Remote Voting

7.3

Mgmt For For For Amend Articles Re: Allow Shareholder Meetings to be Held in Virtual-Only Format

7.4

Mgmt For For For Amend Articles Re: Board, Audit Committee, Appointment and Remuneration Committee and

Sustainability Committee

7.5

Mgmt For For For Amend Articles Re: Annual Accounts 7.6

Mgmt For For For Amend Articles of General Meeting Regulations Re: Purpose and Validity of the Regulations, and

Advertising

8.1

Mgmt For For For Amend Article 2 of General Meeting Regulations Re: Corporate Website

8.2

Mgmt For For For Amend Articles of General Meeting Regulations Re: Competences and Meeting Types

8.3

Mgmt For For For Amend Articles of General Meeting Regulations Re: Allow Shareholder Meetings to be Held in

Virtual-Only Format

8.4

Mgmt For For For Amend Articles of General Meeting Regulations Re: Quorum, Chairman of the General Meeting, Constitution, Deliberation, Adoption of Resolutions and Publicity

8.5


Mgmt For For For Approve Remuneration of Directors 9.2

Mgmt For For For Approve Long-Term Incentive Plan 9.3

Mgmt For For For Approve Remuneration Policy 9.4

Mgmt For For For Renew Appointment of KPMG Auditores as Auditor

10


11

Mgmt Receive Corporate Governance Report 12

Mgmt Receive Amendments to Board of Directors Regulations

13

Vote Summary Report


Tele2 AB



Country: Sweden

Meeting Type: Extraordinary Shareholders


Ticker: TEL2.B

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For Designate Marianne Nilsson as Inspector of


Mgmt For For For Designate John Hernander as Inspector of





Mgmt For For For Approve Extra Dividends of SEK 3.00 Per Share 6




Country: China



Ticker: 2208

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction

AGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt SPECIAL RESOLUTIONS

Mgmt For For For Approve Issuance of Bonds and Asset-backed Securities

1

Mgmt ORDINARY RESOLUTIONS

Mgmt For For For Approve Report of the Board of Directors 1

Mgmt For For For Approve Report of the Supervisory Committee 2

Mgmt For For For Approve Audited Consolidated Financial Statements and Auditors' Report

3

Mgmt For For For Approve Final Dividend Distribution 4

Mgmt For For For Approve Annual Report 5

Vote Summary Report


Xinjiang Goldwind Science & Technology Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt Against Against For Approve Provision of Letter of Guarantee by the Company for the Benefit of its Subsidiaries

6

Voting Policy Rationale: A vote AGAINST these resolutions is warranted as the company has failed to disclose sufficient information on the ownership of the entities to be guaranteed by the group, and it is not specified whether the proposed guarantees are proportionate to the company's equity interest and if counter guarantees will be provided to the group.

Mgmt Against Against For Approve Provision of New Guarantees by the Company for its Subsidiaries

7

Voting Policy Rationale: A vote AGAINST these resolutions is warranted as the company has failed to disclose sufficient information on the ownership of the entities to be guaranteed by the group, and it is not specified whether the proposed guarantees are proportionate to the company's equity interest and if counter guarantees will be provided to the group.

Mgmt For For For Approve the Proposed Operation of Exchange Rate Hedging Business

8

Mgmt For For For Approve Shareholders' Return Plan for the Next Three Years (2021-2023)

9

Mgmt For For For Approve Deloitte Touche Tohmatsu Certified Public Accountants LLP as the PRC Auditors and Deloitte Touche Tohmatsu as the International Auditors and Authorize Board to Fix Their Remuneration

10

Mgmt For For For Approve Revision of Annual Caps (A Shares) for Transactions with Related Party

11

Mgmt For For For Approve Revision of Annual Caps (H Shares) for Transactions with Related Party under Product Sales Framework Agreement

12

SH For For For Elect Wang Kaiguo as Director 13

Daiwa House Industry Co., Ltd.



Country: Japan



Ticker: 1925

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction



Mgmt For For For Elect Director Yoshii, Keiichi 2.1

Mgmt For For For Elect Director Kosokabe, Takeshi 2.2

Mgmt For For For Elect Director Otomo, Hirotsugu 2.3

Mgmt For For For Elect Director Urakawa, Tatsuya 2.4

Mgmt For For For Elect Director Dekura, Kazuhito 2.5

Vote Summary Report


Daiwa House Industry Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Ariyoshi, Yoshinori 2.6

Mgmt For For For Elect Director Shimonishi, Keisuke 2.7

Mgmt For For For Elect Director Ichiki, Nobuya 2.8

Mgmt For For For Elect Director Murata, Yoshiyuki 2.9

Mgmt For For For Elect Director Kimura, Kazuyoshi 2.10

Mgmt For For For Elect Director Shigemori, Yutaka 2.11

Mgmt For For For Elect Director Yabu, Yukiko 2.12

Mgmt For For For Elect Director Kuwano, Yukinori 2.13

Mgmt For For For Elect Director Seki, Miwa 2.14

Mgmt For For For Appoint Statutory Auditor Maeda, Tadatoshi 3.1

Mgmt For For For Appoint Statutory Auditor Kishimoto, Tatsuji 3.2

Mgmt For For For Approve Annual Bonus 4

Kamigumi Co., Ltd.



Country: Japan



Ticker: 9364

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt For For For Elect Director Kubo, Masami 2.1

Mgmt For For For Elect Director Fukai, Yoshihiro 2.2

Mgmt For For For Elect Director Tahara, Norihito 2.3

Mgmt For For For Elect Director Horiuchi, Toshihiro 2.4

Mgmt For For For Elect Director Murakami, Katsumi 2.5

Mgmt For For For Elect Director Hiramatsu, Koichi 2.6

Mgmt For For For Elect Director Nagata, Yukihiro 2.7

Mgmt For For For Elect Director Shiino, Kazuhisa 2.8

Mgmt For For For Elect Director Ishibashi, Nobuko 2.9

Mgmt For For For Elect Director Suzuki, Mitsuo 2.10

Vote Summary Report


Kamigumi Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Appoint Statutory Auditor Kuroda, Ai 3

Mgmt For For For Appoint Alternate Statutory Auditor Saeki, Kuniharu

4

Kurita Water Industries Ltd.



Country: Japan



Ticker: 6370

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt For For For Elect Director Kadota, Michiya 2.1

Mgmt For For For Elect Director Ejiri, Hirohiko 2.2

Mgmt For For For Elect Director Yamada, Yoshio 2.3

Mgmt For For For Elect Director Suzuki, Yasuo 2.4

Mgmt For For For Elect Director Shirode, Shuji 2.5

Mgmt For For For Elect Director Sugiyama, Ryoko 2.6

Mgmt For For For Elect Director Tanaka, Keiko 2.7

Mgmt For For For Elect Director Kamai, Kenichiro 2.8

Mgmt For For For Appoint Alternate Statutory Auditor Nagasawa,

Tetsuya 3

Mgmt For For For Approve Compensation Ceiling for Directors 4

Mitsubishi Estate Co., Ltd.



Country: Japan



Ticker: 8802

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For

Mgmt For For For Elect Director Sugiyama, Hirotaka 2.1

Vote Summary Report


Mitsubishi Estate Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Yoshida, Junichi 2.2

Mgmt For For For Elect Director Tanisawa, Junichi 2.3

Mgmt For For For Elect Director Arimori, Tetsuji 2.4

Mgmt For For For Elect Director Katayama, Hiroshi 2.5

Mgmt For For For Elect Director Kubo, Hitoshi 2.6

Mgmt For For For Elect Director Kato, Jo 2.7

Mgmt For For For Elect Director Nishigai, Noboru 2.8

Mgmt For For For Elect Director Okamoto, Tsuyoshi 2.9

Mgmt For For For Elect Director Ebihara, Shin 2.10

Mgmt For For For Elect Director Narukawa, Tetsuo 2.11

Mgmt For For For Elect Director Shirakawa, Masaaki 2.12

Mgmt For For For Elect Director Nagase, Shin 2.13

Mgmt Against Against For Elect Director Egami, Setsuko 2.14

Voting Policy Rationale: A vote AGAINST this director nominee is warranted because:* The board after this meeting will not be majority independent and this outside director nominee lacks independence.

Mgmt For For For Elect Director Taka, Iwao 2.15

Murata Manufacturing Co. Ltd.



Country: Japan



Ticker: 6981

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt For For For Elect Director Murata, Tsuneo 2.1

Mgmt For For For Elect Director Nakajima, Norio 2.2

Mgmt For For For Elect Director Iwatsubo, Hiroshi 2.3

Mgmt For For For Elect Director Ishitani, Masahiro 2.4

Mgmt For For For Elect Director Miyamoto, Ryuji 2.5

Mgmt For For For Elect Director Minamide, Masanori 2.6

Mgmt For For For Elect Director Shigematsu, Takashi 2.7

Vote Summary Report


Murata Manufacturing Co. Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Elect Director Yasuda, Yuko 2.8


Odakyu Electric Railway Co., Ltd.



Country: Japan



Ticker: 9007

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Mgmt For For For Elect Director Hoshino, Koji 2.1

Mgmt For For For Elect Director Arakawa, Isamu 2.2

Mgmt For For For Elect Director Igarashi, Shu 2.3

Mgmt For For For Elect Director Hayama, Takashi 2.4

Mgmt For For For Elect Director Nagano, Shinji 2.5

Mgmt For For For Elect Director Kuroda, Satoshi 2.6

Mgmt For For For Elect Director Nomakuchi, Tamotsu 2.7

Mgmt For For For Elect Director Nakayama, Hiroko 2.8

Mgmt For For For Elect Director Ohara, Toru 2.9

Mgmt For For For Elect Director Itonaga, Takehide 2.10

Mgmt For For For Elect Director Tateyama, Akinori 2.11

Mgmt For For For Elect Director Suzuki, Shigeru 2.12

Oriental Land Co., Ltd.



Country: Japan


Primary Security ID: J6174U100

Ticker: 4661

Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction


Mgmt For For For

Vote Summary Report


Oriental Land Co., Ltd. Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Amend Articles to Reduce Directors' Term 2

Mgmt For For For Elect Director Kagami, Toshio 3.1

Mgmt For For For Elect Director Takano, Yumiko 3.2

Mgmt For For For Elect Director Katayama, Yuichi 3.3

Mgmt For For For Elect Director Yokota, Akiyoshi 3.4

Mgmt For For For Elect Director Takahashi, Wataru 3.5

Mgmt For For For Elect Director Kaneki, Yuichi 3.6

Mgmt For For For Elect Director Kambara, Rika 3.7

Mgmt For For For Elect Director Hanada, Tsutomu 3.8

Mgmt For For For Elect Director Mogi, Yuzaburo 3.9

Mgmt For For For Elect Director Yoshida, Kenji 3.10

QIAGEN NV






Ticker: QGEN

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Voting Policy Rec

Vote Instruction



Reports 1


Voting Policy Rationale: A vote AGAINST is warranted because:* The RSUs granted in 2020 were not linked to performance criteria;* Regarding the LTIP's granted, the company applied discretion for PSUs granted and extra PSUs granted as an adjustment performance to the executive members;* The existing change in control agreement is considered excessive.



Mgmt For For For Reelect Metin Colpan to Supervisory Board 5.a

Mgmt For For For Reelect Thomas Ebeling to Supervisory Board 5.b

Mgmt For For For Reelect Toralf Haag to Supervisory Board 5.c

Mgmt For For For Reelect Ross L. Levine to Supervisory Board 5.d

Mgmt For For For Reelect Elaine Mardis to Supervisory Board 5.e

Vote Summary Report


QIAGEN NV Proposal

Number

Proponent

Proposal Text

Mgmt Rec

Voting

Policy Rec

Vote

Instruction

Mgmt For For For Reelect Lawrence A. Rosen to Supervisory Board

5.f

Mgmt For For For Reelect Elizabeth E. Tallett to Supervisory Board 5.g

Mgmt For For For Reelect Thierry Bernard to Management Board 6.a

Mgmt For For For Reelect Roland Sackers to Management Board 6.b

Mgmt For For For Approve Remuneration Policy for Management Board

7

Mgmt For For For Approve Partial Amendment of Remuneration Policy for Supervisory Board

8.a

Mgmt For For For Approve Remuneration of Supervisory Board 8.b

Mgmt For For For Ratify KPMG Accountants N.V. as Auditors 9

Mgmt For For For Grant Board Authority to Issue Shares 10.a


10.b

Mgmt Against Against For Authorize Board to Exclude Preemptive Rights from Share Issuances in Connection to Mergers,

Acquisitions or Strategic Alliances

10.c

Voting Policy Rationale: A vote AGAINST this proposal is warranted because it is not in line with commonly used safeguards regarding volume (i.e. the management board would be able to issue share up to 20 percent of the issued share capital).


Mgmt For For For Amend Articles of Association in Connection with Changes to Dutch Law

12