PRESENTATION TO LOS ANGELES DEPARTMENT OF WATER & POWER

PROXY RESEARCH AND VOTING SERVICES

JANUARY 10, 2018

AGENDA

I. Glass Lewis Overview

II. Summary of Services Provided

1. Proxy Research – Proxy Paper

2. Proxy Voting Platform– Viewpoint

3. Custom Policy Review

III. Voting Statistics and Reports

IV. 2017 Proxy Season Review

V. 2018 Proxy Season Preview

VI. Q & A

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I. GLASS LEWIS OVERVIEW

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COMPANY PROFILE

The leading independent provider of global governance services, helping institutional investors understand and connect with the companies they invest in.

Glass Lewis offers a complete suite of governance-related services:

Proxy Paper – In-depth research on 20,000+ company meetings every year

Viewpoint – Leading-edge proxy vote management platform

Right Claim – Class action settlement recovery service

E&S – Complete spectrum of E&S data, monitoring, and screening tools

Meetyl – The leading global web-based platform for corporate access

Glass Lewis is a portfolio company of the Ontario Teachers’ Pension Plan Board (80%) and Alberta Investment Management Corp. (AIMCo) (20%)

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GLASS LEWIS OWNERSHIP

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NOTABLE CHANGES: 2017

Robert McCormick – Chief Policy Officer

Departed in January

Aaron Bertinetti – Senior Vice President, Research & Engagement

Promoted in February

Fergus Curtain – Vice President, Technology

Started in September

Larry Jennings – Vice President, Technology

Departed in September

Naoko Ueno – Senior Director, Asian Research

Promoted in November

Cassandra Traeger – Director, Client Policy and Stewardship

Started in April

Julian Hamud – Director, Executive Compensation Research

Promoted in July

Martin Mortell – Director, UK & European Research

Promoted in July

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II. SUMMARY OF SERVICES PROVIDED

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1. PROXY RESEARCH

Proxy Paper®

Guaranteed global coverage; complete report for all companies

More than 20,000 meetings across 100 markets

Independent and contextual analysis with a focus on economic impact

Equilar market peers in Pay-For-Performance (P4P) model for US and Canada

Direct access to research team

Board presentations, white papers, Proxy Talks, data feeds

Issuer Engagement Policy:

Designed to empower clients and investors

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PROXY RESEARCH PROCESS

Team Approach

Analysis varies based upon market, issue, complexity and company size

All reports reviewed by two or more people; varies by report profile

Accuracy and lead times are monitored to ensure client satisfaction

Executive Compensation

Analyze executive compensation quantitatively and qualitatively

Exclusive rights to incorporate Equilar market-based peers in P4P model

Incorporate multiple performance factors into P4P analysis

Mergers & Acquisitions / Proxy Contests

Specialized team and experience

Proposed offers are evaluated versus the returns to shareholders

Approach to proxy contests aligns well with most institutional investors

ESG / Shareholder Proposals

Viewpoint’s proprietary rules engine interprets complex policies

Unmatched nuance and cascading rules minimize noise and focus your attention on the most important issues

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2. PROXY VOTING PLATFORM

Viewpoint®

Flexible, configurable user interface

Responsive search; workflow updates dynamically

In-application user collaboration; also streamlines communication between non-users

Nuanced custom policy implementation

Transparent and compliant; audits, reconciliation and activity logs

Extensive permissioning controls

Myriad reporting options

Secure and reliable:

99.9%+ uptime; round the clock support

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VOTE AGENCY SERVICE

Service Level Flexible service model and configurable technology supports tailored client workflow

Dedicated client service rep with limited client load; less than 15 clients per rep

Service culture built on integrity and accountability, and rewarding responsiveness

North American, European, and Asia-Pacific offices provide support for client’s global offices, as well as nearly 24/7 backup support for urgent operational requests

Technology and Operations Modern platform architecture supports sophisticated and evolving workflow

Continued investment and agile development process ensures rapid innovation

Client-centric product development and software update processes

Unrivaled 10-year track record of reliability, security, and performance

Reporting and Compliance Multi-faceted account and ballot reconciliation process

Complete and reportable logging of user activities

Glass Lewis business model minimizes risk to clients

Proactive, transparent disclosure of potential conflicts which cannot be eliminated (e.g., research on a public investment company which is also a client)

Scheduled and ad-hoc reporting; public vote disclosure hosting

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3. CUSTOM POLICY REVIEW

While consulting with LADWP, reviewed and updated LADWP’s policy guidelines. New policy guidelines were approved during the May 2017 Board meetings.

Added language to address certain issues not previously covered by the guidelines: Combination of share issuances with convertible debt (Section I-4)

Clarifying between Election of key vs. non-key committee members (Section I-20)

Separation of the Chair and CEO positions (Section I-27)

Amendments to company articles or bylaws (Section I-30)

Bundled Proposals (Section I-31)

Director Compensation (Section II-13)

Post-Employment/Severance Agreements (Section II-14)

Clarifying between proposals regarding repurchase or reissuance of existing shares vs. proposals to issue new shares or cancel outstanding shares (Section II-29)

Shareholder Proposals regarding Firearms (Section III-9)

Plan to bring updates to proxy guidelines back to the Board in 1Q 2018 or 2Q 2018.

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III. VOTING STATISTICS AND REPORTS

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VOTING STATISTICS FOR LADWP

December 1, 2016 to November 20, 2017

Total number of meetings: 979

Number of US: 350

Number of non-US: 629

Total number of ballots cast: 2046

Number of US: 780

Number of non-US: 1266

Total number of proposals: 9877

Number of Management Proposals: 9758

Number of Shareholder Proposals: 119

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VOTING ACTIVITY REPORT – VOTING SUMMARY FOR LADWP

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VOTING ACTIVITY REPORT– PROPOSAL STATISTICS FOR LADWP

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Proxy Voting Report – Example 1

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CISCO SYSTEMS, INC.

Proxy Voting Report – Example 2

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ENBRIDGE INC.

IV. 2017 PROXY SEASON REVIEW

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2017 PROXY SEASON TRENDS

Investors seeking more diverse boards Greater focus on gender, ethnicity, age, background, home country, tenure

More scrutiny and use of skills matrices (Board Accountability Project 2.0)

Culture and risk oversight key emerging issues (Wells Fargo, Uber, Equifax)

Glass Lewis supported 90.4% of 22,000+ director elections

High volume Say on Pay year Continues to be key focus for shareholders, with a high frequency year in US, Brexit impact

in UK and new binding vote in France, amongst others

Seeking enhanced disclosure, alignment and rationale of performance metrics and targets

In US, Glass Lewis supported 84.1% of 2,000+ SOPs and 83.6% of 1,000+ equity grants

Paradigm shift on climate change reporting Record number of shareholder proposals and support from large asset managers

Three majority-supported shareholder proposals (Exxon, Occidental, PPL)

Task Force on Climate-Related Financial Disclosure (“TCFD”)

Glass Lewis supported 85% of 33 proposals

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2017 SHAREHOLDER PROPOSALS BY CATEGORY

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OTHER SHAREHOLDER PROPOSAL HIGHLIGHTS

Quality of proposals and support is improving across market Glass Lewis supported 53% (2016: 51%) across 453 proposals

Proxy access 3% shares/3 years/20% board is status quo Glass Lewis supported all 30+ proposals through season, with companies’ own management supporting

a third of those. Opposed 20 “fix it” amendments.

Gender pay equity targeting banks in 2017 after tech in 2016 Glass Lewis supported 69% of 13 proposals, low support but increasing discussion on risk and disclosure

Wells Fargo, JPMorgan, Bank of America and Citigroup

Board diversity Glass Lewis supported 80% of 10 proposals, two received majority support with mainstream proponents

Apple, Constellation Software, Tyson Foods and Discovery Communications

Proxy voting policies at asset managers

Glass Lewis supported none of the 6 proposals, but issue could inspire support of other types of SHPs

Blackrock, T. Rowe Price and Franklin Resources

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RISE OF STEWARDSHIP & PRAGMATIC POLICY

Engagement is a game changer Widespread engagement between companies and investors

Impacting shareholder expectations and outcomes at meetings

Continues to accelerate, supported by stewardship codes emerging across North America, Europe, Asia and long term practices in UK & Australia

In last 18 months Glass Lewis analysts have engaged with over 4,500 companies, including formal meetings with approximately 1,500

Pragmatic policy Investor Stewardship Group (ISG) is a key foundational advance for a pragmatic

approach to corporate governance and long-term shareholder value creation

The ISG Principles are closely aligned with Glass Lewis’ own guidelines

Integration of ESG teams with investment teams is following the European example as evidence of ESG impact on long-term shareholder returns strengthens

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V. 2018 PROXY SEASON PREVIEW

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THEMES FOR 2018

Investors pushing for gender diverse boards Major asset managers and pension voting policies for boards with less than X% or X number of female directors

Glass Lewis already factors diversity in voting recommendations for directors, but will explicitly recommend against nomination committee chairs from 2019 where no women and no reasonable explanation given

Effectiveness of the board in risk oversight NYC Comptroller will campaign for climate expertise and skills matrices (Board Accountability Project 2.0)

Cyber-risk becoming emerging concern (Equifax, Facebook, Yahoo, Uber)

Accountability for culture (Wells Fargo, NACD) and sexual harassment (Media)

Climate will continue to heat up Task Force on Climate-Related Financial Disclosure (TCFD), Sustainability Accounting Standards Board (SASB),

Principles of Responsible Investment (PRI) all increasing awareness and scrutiny

Company responsiveness to shareholder proposals in focus

Introduction of the CEO pay ratio Potential to shift public debate on pay from an economic to a social issue, unlikely to change ST behavior

Rejection of dual class, particularly IPOs Investor furor over Snap, indices impact and international exchange changes will heighten scrutiny

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THANK YOU AND Q & A

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