spdr s&p /asx 200 resources fund - ssga · voting policy rationale: in the absence of...

1 July 2016 to 30 June 2017

SPDR® S&P®/ASX 200 Resources Fund Proxy Voting Record

Vote Summary ReportReporting Period: 07/01/2016 to 06/30/2017

Location(s): All Locations

Institution Account(s): SPDR S&P/ASX 200 Resources Fund

Origin Energy Ltd.

Meeting Date: 10/19/2016

Record Date: 10/17/2016

Country: Australia

Meeting Type: Annual

Primary Security ID: Q71610101

Ticker: ORG

Primary CUSIP: Q71610101

Shares Voted: 173,114

Voting Policy: SSGA

Proposal Number ProponentProposal Text Mgmt Rec

VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForElect Gordon Cairns as Director 2 No

Voting Policy Rationale: The director nominee merits support per voting guidelines.

Mgmt ForForForElect Bruce Morgan as Director 3 No


Mgmt ForForForApprove Remuneration Report 4 No

Voting Policy Rationale: In the absence of significant concerns, this proposal merits support.

Mgmt ForForForApprove the Grant of Performance Share Rights and Options to Grant King, Managing Director of the Company

5 No

Voting Policy Rationale: This item merits support as the size of the requested authorization, the resulting level of potential dilution and the terms of the plan are reasonable.

Mgmt ForForForApprove the Renewal of the Proportional Takeover Provisions

6 No

Voting Policy Rationale: A vote FOR this resolution is warranted on the basis that the passing of this resolution will ensure that shareholders will have an ability to vote to accept or reject a proportional takeover bid. This is superior to any potential disadvantages that may arise from such a constitutional inclusion.

WorleyParsons Limited



Country: Australia


Primary Security ID: Q9857K102

Ticker: WOR

Primary CUSIP: Q9857K102


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

2a Elect John Grill as Director Mgmt For For For No


Mgmt ForForForElect Catherine Livingstone as Director 2b No





WorleyParsons Limited


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForApprove the Remuneration Report 3 No


Mgmt ForForForApprove the Grant of Up to 89,676 Performance Rights to Andrew Wood

4 No


Mgmt ForForForApprove the Grant of Up to 152,450 Performance Rights to Andrew Wood

5 No


Mgmt ForForForApprove the Termination Benefits 6 No

Voting Policy Rationale: In the absence of significant concerns, this item merits support per voting guidelines.

Mgmt ForForForApprove the Re-Insertion of Proportional Takeover Provisions

7 No


Whitehaven Coal Ltd.



Country: Australia



Ticker: WHC



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Approve the Remuneration Report Mgmt For For For No


Mgmt ForForForApprove the Grant of Long Term Incentive to Paul Flynn, Managing Director of the Company

2 No


Mgmt ForForForElect Raymond Zage as Director 3 No


Mgmt ForForForElect Christine McLoughlin as Director 4 No





Newcrest Mining Ltd.



Country: Australia


Primary Security ID: Q6651B114

Ticker: NCM

Primary CUSIP: Q6651B114


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

2a Elect Peter Hay as Director Mgmt For For For No


Mgmt ForForForElect Philip Aiken as Director 2b No


Mgmt ForForForElect Rick Lee as Director 2c No


Mgmt ForForForElect John Spark as Director 2d No


Mgmt ForForForElect Vickki McFadden as Director 2e No


Mgmt ForForForApprove the Grant of Performance Rights to Sandeep Biswas

3a No


Mgmt ForForForApprove the Grant of Performance Rights to Gerard Bond

3b No




Fortescue Metals Group Ltd.



Country: Australia



Ticker: FMG





Fortescue Metals Group Ltd.


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Approve the Remuneration Report Mgmt For Against Against Yes

Voting Policy Rationale: This item does not merit support as SSGA has concerns with the proposed remuneration structure for senior executives at the company.

Mgmt ForForForElect Elizabeth Gaines as Director 2 No


Mgmt ForForForElect Sharon Warburton as Director 3 No


Sims Metal Management Limited



Country: Australia


Primary Security ID: Q8505L116

Ticker: SGM

Primary CUSIP: Q8505L116


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Elect Robert Bass as Director Mgmt For For For No


Mgmt ForForForElect Tamotsu (Tom) Sato as Director 2 No


Mgmt AgainstAgainstForApprove the Amendments to the Company's Constitution

3 Yes

Voting Policy Rationale: The proposal did not merit support as the amendment could result in diminishing shareholder rights.


4 No


Mgmt AgainstAgainstForApprove the Remuneration Report 5 Yes







VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt AgainstAgainstForApprove the Grant of Performance Rights and Options to Galdino Claro, Group CEO and Managing Director of the Company

6 Yes

Voting Policy Rationale: This proposal does not merit support due to concern with the potential dilution of all plans.

Mgmt AgainstAgainstForApprove the Grant of Restricted Stock Units to Galdino Claro, Group CEO and Managing Director of the Company

7 Yes


Beach Energy Limited



Country: Australia



Ticker: BPT



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt ForForForElect G S Davis as Director 2 No


Mgmt ForForForElect P J Bainbridge as Director 3 No


Mgmt ForForForElect J D McKerlie as Director 4 No


Mgmt ForForForElect R K Stokes as Director 5 No


Mgmt ForForForApprove the Beach Executive Incentive Plan 6 No





Beach Energy Limited


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForApprove the Increase in the Number of Directors to 9

7 No

Voting Policy Rationale: A vote FOR this resolution is warranted as this amendment will accommodate the board's intention to appoint a second Seven Group Holdings nominee in the event that the size of the board is increased to nine. This would appear to preserve Seven's board representation at a level which is close to its proportionate shareholding of approximately 22 percent.Nevertheless, shareholder may be concerned with the limitation placed on shareholder rights to appoint directors. To the extent that shareholders may seek to nominate an additional director, the board may invoke the "no vacancy" rule, and there is no casual vacancy on the board due to the limitation under the constitution.

Mgmt ForForNoneApprove the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

8 No

Voting Policy Rationale: A vote FOR the resolution to approve an increase in the maximum aggregate remuneration of NEDs (Item 8) is warranted because there are more directors following the merger with Drillsearch and no material governance issues have been identified. The NED fees have not been increased since 2012, and the raising of the cap allows for additions to the board.

Mgmt ForForForApprove the Financial Assistance 9 No

Voting Policy Rationale: The gearing ratio is 13.64% which is within the acceptable threshold for the company's sector in this market.

Bluescope Steel Ltd.



Country: Australia



Ticker: BSL



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt


Voting Policy Rationale: This item does not merit support as the company's compensation plans allow for retesting of performance-based awards.

Mgmt ForForForElect Ewen Crouch as Director 3a No


Mgmt ForForForElect Lloyd Jones as Director 3b No





BHP Billiton Limited



Country: Australia


Primary Security ID: Q1498M100

Ticker: BHP

Primary CUSIP: Q1498M100


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Accept Financial Statements and Statutory Reports

Mgmt For For For No

Voting Policy Rationale: In the absence of significant concerns, this item merits support as per voting guidelines.

Mgmt ForForForAppoint KPMG LLP as Auditor of the Company 2 No


Mgmt ForForForAuthorize the Board to Fix Remuneration of the Auditors

3 No


Mgmt ForForForApprove General Authority to Issue Shares in BHP Billiton Plc

4 No

Voting Policy Rationale: This item requests that shareholders authorize the board to issue shares with preemptive rights. Support for this ballot item is warranted as the requested authorization is within the allowable limits of SSGA's voting guidelines.

Mgmt ForForForApprove General Authority to Issue Shares in BHP Billiton Plc for Cash

5 No

Voting Policy Rationale: This item requests that shareholders authorize the board to issue shares without preemptive rights. Support for this ballot item is warranted as the requested authorization is within the allowable limits of SSGA's voting guidelines.

Mgmt ForForForApprove the Repurchase of Shares in BHP Billiton Plc

6 No

Voting Policy Rationale: SSGA supports corporate stock repurchases as they can add to long-term shareholder returns if executed at the right time/ price and are within limits.

Mgmt ForForForApprove the Remuneration Report Other than the Part Containing the Directors' Remuneration Policy

7 No




Mgmt ForForForApprove the Grant of Awards to Andrew Mackenzie, Executive Director of the Company

9 No





BHP Billiton Limited


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForElect Ken MacKenzie as Director 10 No


Mgmt ForForForElect Malcolm Brinded as Director 11 No


Mgmt ForForForElect Malcolm Broomhead as Director 12 No


Mgmt ForForForElect Pat Davies as Director 13 No


Mgmt ForForForElect Anita Frew as Director 14 No


Mgmt ForForForElect Carolyn Hewson as Director 15 No


Mgmt ForForForElect Andrew Mackenzie as Director 16 No


Mgmt ForForForElect Lindsay Maxsted as Director 17 No


Mgmt ForForForElect Wayne Murdy as Director 18 No


Mgmt ForForForElect Shriti Vadera as Director 19 No


Mgmt ForForForElect Jac Nasser as Director 20 No


Mineral Resources Ltd.



Country: Australia



Ticker: MIN





Mineral Resources Ltd.


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt AgainstAgainstForElect Peter Wade as Director 2.1 Yes

Voting Policy Rationale: SSGA does not support the election of a director nominee who is not independent at ASX 300 companies where the full board is comprised of less than 50% independents. The director nominee is non-independent and sits on the Audit Committee.

Independence Group NL



Country: Australia



Ticker: IGO



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Elect Geoffrey Clifford as Director Mgmt For For For No


Mgmt ForForForElect Peter Buck as Director 2 No




Mgmt ForForNoneApprove the IGO Employee Incentive Plan 4 No


Mgmt ForForForApprove the Grant of Performance Rights to Peter Bradford, Managing Director of the Company

5 No





Independence Group NL


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForRatify the Past Issuance of Shares to Institutional and Sophisticated Investors

6 No



7 No


Regis Resources Ltd.



Country: Australia


Primary Security ID: Q8059N120

Ticker: RRL

Primary CUSIP: Q8059N120


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt ForForForElect Paul Thomas as Director 2 No


Mgmt AgainstAgainstForElect James Mactier as Director 3 Yes

Voting Policy Rationale: The director nominee is non-independent and sits on the Audit Committee.

Mgmt ForForForElect Mark Okeby as Director 4 No


Mgmt ForForForApprove the Regis Resources Limited Executive Incentive Plan

5 No


Mgmt AgainstAgainstForApprove the Grants of Performance Rights to Mark Clark

6 Yes

Voting Policy Rationale: This item does not merit support as SSGA has concerns with the proposed remuneration structure.




Regis Resources Ltd.


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt AgainstAgainstForApprove the Grants of Performance Rights to Paul Thomas

7 Yes


Orocobre Ltd



Country: Australia


Primary Security ID: Q7142R106

Ticker: ORE

Primary CUSIP: Q7142R106


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt ForForForElect Robert Hubbard as Director 2 No


Mgmt ForForForElect Fernando Oris de Roa as Director 3 No


Mgmt ForForForElect Leanne Heywood as Director 4 No


Mgmt ForForForApprove the Grant of Performance Rights to Richard Seville

5 No


Mgmt ForForForApprove the Termination Benefits of Richard Seville

6 No


Evolution Mining Ltd.



Country: Australia



Ticker: EVN

Primary CUSIP: Q2144X102






Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Approve the Remuneration Report Mgmt None For For No


Mgmt ForForForElect Colin Johnstone as Director 2 No


Mgmt ForForForApprove the Issuance of Performance Rights to Jacob (Jake) Klein

3 No


Mgmt AgainstAgainstForApprove the Issuance of Retention Rights to Jacob (Jake) Klein

4 Yes


Mgmt ForForForApprove the Issuance of Performance Rights to Lawrence (Lawrie) Conway

5 No


Mgmt AgainstAgainstForApprove the Issuance of Additional Performance Rights to Jacob (Jake) Klein

6 Yes


Mgmt AgainstAgainstForApprove the Issuance of Additional Performance Rights to Lawrence (Lawrie) Conway

7 Yes


Mgmt ForForForApprove the Issuance of Share Rights to Non-Executive Directors

8 No


South32 Limited



Country: Australia



Ticker: S32

Primary CUSIP: N/A




South32 Limited


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

2a Elect Wayne Osborn as Director Mgmt For For For No


Mgmt ForForForElect Keith Rumble as Director 2b No




Mgmt ForForForApprove the Grant of Equity Awards to Graham Kerr, Chief Executive Officer and Executive Director of the Company

4 No


Western Areas Ltd



Country: Australia



Ticker: WSA



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Elect Ian Macliver as Director Mgmt For For For No




Mgmt ForForForRatify the Past Issuance of Shares to Institutional, Sophisticated or Professional Investors

3 No


Mgmt ForForForApprove the Performance Rights Plan 4 No





Western Areas Ltd


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForApprove the Grant of Performance Rights to Daniel Lougher

5 No


Mgmt ForForForApprove the Grant of Performance Rights to David Southam

6 No


Sandfire Resources NL



Country: Australia



Ticker: SFR



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt ForForForElect Maree Arnason as Director 2 No


Mgmt ForForForElect Robert Scott as Director 3 No


Mgmt ForForForElect Paul Hallam as Director 4 No


Mgmt AgainstAgainstForApprove the Grant of Performance Rights to Karl M. Simich, Managing Director and Chief Executive Officer of the Company

5 Yes


Northern Star Resources Ltd



Country: Australia


Primary Security ID: Q6951U101

Ticker: NST

Primary CUSIP: Q6951U101




Northern Star Resources Ltd


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt ForForForElect John Fitzgerald as Director 2 No


Mgmt ForForForElect Shirley In'tVeld as Director 3 No


Mgmt ForForForElect David Flanagan as Director 4 No


Mgmt ForForForElect William Beament as Director 5 No


Mgmt ForForForApprove the Long Term Incentive Plan 6 No


Mgmt ForForForApprove the Termination Benefits 7 No


Mgmt ForForForApprove the Grant of Performance Rights to William Beament, Managing Director of the Company

8 No


Resolute Mining Ltd.



Country: Australia



Ticker: RSG



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt






Resolute Mining Ltd.


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForElect Peter Ernest Huston as Director 2 No


Mgmt ForForForElect Martin John Botha as Director 3 No


Mgmt ForForNoneApprove the Resolute Mining Limited Performance Rights Plan

4 No


Mgmt ForForForApprove the Grant of Performance Rights Plan to John Welborn

5 No


Mgmt AgainstAgainstForApprove the Special Grant of Performance Rights to John Welborn

6 Yes


Mgmt ForForForRatify the Past Issuance of Shares to Institutional Investors

7 No


Mgmt ForForForApprove the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

8 No

Voting Policy Rationale: A vote FOR this resolution is warranted as the Company has provided acceptable justification for the proposed increase. Given that NED fees are in the vicinity of $100,000 the current cap would be considered restrictive in appointing new directors and pursuing succession planning. The proposed increase is not considered excessive.

Saracen Mineral Holdings Ltd.



Country: Australia


Primary Security ID: Q8309T109

Ticker: SAR

Primary CUSIP: Q8309T109


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Elect Martin Reed as Director Mgmt For For For No





Saracen Mineral Holdings Ltd.


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt ForForForApprove the Saracen Mineral Holdings Limited Performance Rights Plan

3 No


Mgmt ForForForApprove the Grant of Performance Rights to Raleigh Finlayson

4 No


Mgmt ForForForApprove the Increase in Maximum Aggregate Remuneration of Non-Executive Directors

5 No

Voting Policy Rationale: A vote FOR this resolution is warranted, on the basis that the $300,000 increase in NED aggregate remuneration is not considered excessive, and the current fee cap is insufficient to appoint an additional non-executive director, should one be required.

St Barbara Ltd.



Country: Australia


Primary Security ID: Q8744Q173

Ticker: SBM

Primary CUSIP: Q8744Q108


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt ForForForElect David Moroney as Director 2 No


Mgmt ForForForAppoint PricewaterhouseCoopers as Auditor of the Company

3 No


Mgmt AgainstAgainstForApprove the Grant of Performance Rights to Robert (Bob) Vassie, Managing Director and Chief Executive Officer of the Company

4 Yes








Country: Australia

Meeting Type: Special


Ticker: SGM



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Approve the Amendment to the Company's Constitution

Mgmt For For For No

Voting Policy Rationale: SSGA broadly supports amendments to a company's Articles/Bylaws/Charter that do not negatively impact its rights as a shareholder.

Iluka Resources Ltd.



Country: Australia


Primary Security ID: Q4875J104

Ticker: ILU

Primary CUSIP: Q4875J104


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Elect Jenny Seabrook as Director Mgmt For For For No

Voting Policy Rationale: The nominee merits support per voting guidelines.

Mgmt ForForForElect Marcelo Bastos as Director 2 No




Caltex Australia Ltd.



Country: Australia



Ticker: CTX





Caltex Australia Ltd.


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

2a Elect Greig Gailey as Director Mgmt For For For No


Mgmt ForForForElect Bruce Morgan as Director 2b No


Mgmt ForForForElect Melinda Conrad as Director 2c No


Mgmt ForForForApprove the Adoption of Remuneration Report

3 No


Mgmt ForForForApprove Grant of Performance Rights to Julian Segal

4 No


Rio Tinto Ltd.



Country: Australia



Ticker: RIO



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Approve the Financial Statements and Reports of the Directors and Auditor

Mgmt For For For No


Mgmt ForForForApprove Remuneration Policy Report for UK Law Purposes

2 No







Rio Tinto Ltd.


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForApprove the Potential Termination of Benefits for Australian Law Purposes

4 No


Mgmt ForForForElect Megan Clark as Director 5 No


Mgmt ForForForElect David Constable as Director 6 No


Mgmt ForForForElect Jan du Plessis as Director 7 No


Mgmt ForForForElect Ann Godbehere as Director 8 No


Mgmt ForForForElect Simon Henry as Director 9 No


Mgmt ForForForElect Jean-Sebastien Jacques as Director 10 No


Mgmt ForForForElect Sam Laidlaw as Director 11 No


Mgmt ForForForElect Michael L'Estrange as Director 12 No


Mgmt ForForForElect Chris Lynch as Director 13 No


Mgmt ForForForElect Paul Tellier as Director 14 No


Mgmt ForForForElect Simon Thompson as Director 15 No


Mgmt ForForForElect John Varley as Director 16 No


Mgmt ForForForAppoint PricewaterhouseCoopers LLP as Auditors of the Company

17 No





Rio Tinto Ltd.


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForAuthorize Board to Fix Remuneration of the Auditors

18 No


Mgmt ForForForApprove Political Donations 19 No

Voting Policy Rationale: A vote FOR this resolution is warranted because the Company states that it does not intend to make overtly political payments but is making this technical proposal in order to avoid inadvertent contravention of UK legislation.

Mgmt ForForForApprove the Renewal of Off- Market and On-Market Share Buyback Authorities

20 No

Voting Policy Rationale: SSGA supports corporate stock repurchases as they can add to long-term shareholder returns if executed at the right time/ price and are within limits.

Santos Ltd.



Country: Australia



Ticker: STO



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Management Proposals Mgmt

Mgmt ForForForElect Peter Roland Coates as a Director 2a No


Mgmt ForForForElect Guy Michael Cowan as a Director 2b No


Mgmt ForForForElect Peter Roland Hearl as a Director 2c No


Mgmt ForForForApprove the Adoption of Remuneration Report

3 No


Mgmt ForForForApprove the Grant of Share Acquisition Rights to Kevin Gallagher

4 No


MgmtShareholder Proposals




Santos Ltd.


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

SH AgainstAgainstAgainstApprove Amendment of Constitution 5a No

Voting Policy Rationale: This item does not merit support due to concerns with the terms of the proposal.

SH AbstainAbstainAgainstApprove Strategic Resilience for 2035 and beyond

5b Yes

Voting Policy Rationale: SSGA is abstaining on the proposal as the company's disclosure and/or practices related to climate change are broadly in line with market standard but could be enhanced.

Woodside Petroleum Ltd.



Country: Australia


Primary Security ID: 980228100

Ticker: WPL

Primary CUSIP: 980228100


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

2a Elect Michael Chaney as Director Mgmt For For For No


Mgmt ForForForElect Lawrence Archibald as Director 2b No


Mgmt ForForForElect Ian Macfarlane as Director 2c No


Mgmt ForForForApprove Remuneration Report 3 No


Mgmt AgainstAgainstAgainstApprove the Conditional Spill Resolution 4 No

Voting Policy Rationale: This item does not merit support due to concerns with the specific terms of the proposals.

Galaxy Resources Ltd.



Country: Australia



Ticker: GXY







Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Approve the Adoption of Remuneration Report

Mgmt For For For No


Mgmt ForForForElect Martin Rowley as Director 2 No


Mgmt ForForForElect Peter Bacchus as Director 3 No


Mgmt AgainstReferForElect John Turner as Director 4 Yes

Voting Policy Rationale: The nominee is the chair of the nominating committee and there are no female directors on the board.

Mgmt ForForForRatify the of Past Issuance of 24.75 Million Options to Apollo Corporation (WA) Pty Ltd

5 No

Voting Policy Rationale: A vote FOR the ratification of the options is warranted on the basis that this was made as consideration in the General Mining acquisition to take out the options held by Apollo in General Mining.

Mgmt ForForForRatify the of Past Issuance of 8.75 Million Shares to Canaccord

6 No


Mgmt ForForForRatify the of Past Issuance of 10 Million Warrants to OL Master (Singapore Fund No.1) PteLimited

7 No


Mgmt ForForForRatify the of Past Issuance of 40 Million Warrants to OL Master (Singapore Fund No.1) PteLimited

8 No


Mgmt ForForForRatify the of Past Issuance of 625,000 Shares and 500,000 Options to Primero Group Pty Ltd

9 No







VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForRatify the of Past Issuance of 78,125 Shares to James McCann

10 No

Voting Policy Rationale: A vote FOR the ratification of the share issuance is warranted as it represents a small issue of shares to vendors as part consideration for the acquisition of the tenements in James Bay. This is considered to represent positive alignment of vendors with existing shareholders, and the quantum of consideration in any case is not considered to be material.

Mgmt ForForForRatify the of Past Issuance of 113 Million Shares to Sophisticated and Professional Investors

11 No


Mgmt ForForForApprove Consolidation of Capital 12 No


Mgmt ForForForApprove the Adoption of Employee Option Plan

13 No


Mgmt ForForForApprove the Issuance of Director Incentive Options to Martin Rowley

14 No


Mgmt ForForForApprove the Issuance of Director Incentive Options to Anthony Tse

15 No


Mgmt ForForForApprove the Issuance of Director Incentive Options to Jian-Nan Zhang

16 No


Mgmt ForForForApprove the Issuance of Director Incentive Options to Peter Bacchus

17 No


Mgmt ForForForApprove the Issuance of Director Incentive Options to John Turner

18 No


Mgmt AgainstAgainstNoneApprove the Increase to Non-Executive Director's Remuneration

19 No

Voting Policy Rationale: A vote AGAINST Item 19 is warranted given there is sufficient headroom of $490,000 available under the current fee cap to appoint an additional three directors, and even provide for a reasonable increase in current NED fees.




Oil Search Ltd.



Country: Papua New Guinea


Primary Security ID: Y64695110

Ticker: OSH

Primary CUSIP: Y64695110


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Ordinary Business of the Meeting Mgmt

Mgmt ForForForElect Kostas Constantinou as Director 2 No


Mgmt ForForForElect Agu Kantsler as Director 3 No


Mgmt ForForForElect Mel Togolo as Director 4 No


Mgmt ForForForElect Fiona Harris as Director 5 No


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

6 No


MgmtSpecial Business of the Meeting

Mgmt ForForForApprove the Issuance of Performance Rights to Peter Botten, Managing Director of the Company

1 No


Mgmt ForForForApprove the Issuance of Performance Rights to Gerea Aopi, Executive Director of the Company

2 No


Mgmt ForForForApprove the Issuance of Restricted Shares to Peter Botten, Managing Director of the Company

3 No





Oil Search Ltd.


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForForForApprove the Issuance of Restricted Shares to Gerea Aopi, Executive Director of the Company

4 No


MgmtShareholder Proposals

SH AgainstAgainstAgainstApprove Strategic Resilience for 2035 and Beyond

7 No

Voting Policy Rationale: This proposal does not merit support as the company's disclosure and/or practices related to climate change are reasonable.

SH AgainstAgainstAgainstApprove Human Rights Compliance and Reporting

8 No

Voting Policy Rationale: This proposal does not merit support as the company's disclosure and/or practices related to human rights are reasonable.

Syrah Resources Ltd



Country: Australia


Primary Security ID: Q8806E100

Ticker: SYR

Primary CUSIP: Q8806E100


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt AgainstAgainstForElect Rhett Brans as Director 2 Yes

Voting Policy Rationale: SSGA does not support the election of a director nominee who is not independent at ASX 300 companies where the full board is comprised of less than 50% independents. The director nominee is non-independent and sits on the Audit Committee.

Mgmt ForForForElect Shaun Verner as Director 3 No


Mgmt AgainstAgainstForElect Christina Lampe-Onnerud as Director 4 Yes

Voting Policy Rationale: SSGA does not support the election of a director nominee who is not independent at ASX 300 companies where the full board is comprised of less than 50% independents.

Mgmt ForForForRatify the Past Issuance of 32 Million Shares to Sophisticated and Institutional Investors

5 No





Syrah Resources Ltd


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt AgainstAgainstForApprove the Issuance of Director Options to Shaun Verner

6 Yes


Mgmt ForForForApprove the Grant of Performance Rights to Shaun Verner

7 No


Mgmt ForForForApprove the Issuance of Shares to James Askew

8 No


OZ Minerals Ltd



Country: Australia


Primary Security ID: Q7161P122

Ticker: OZL

Primary CUSIP: Q7161P106


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

2a Elect Rebecca McGrath as Director Mgmt For For For No


Mgmt ForForForElect Tonianne Dwyer as Director 2b No


Mgmt ForForForElect Peter Tomsett as Director 2c No




Mgmt ForForForApprove the Grant of Performance Rights to Andrew Cole

4 No


Mgmt ForForForApprove Renewal of Company's Proportional Takeover Provisions

5 No





Alumina Ltd.



Country: Australia


Primary Security ID: Q0269M109

Ticker: AWC

Primary CUSIP: Q0269M109


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt



Mgmt ForForForElect G John Pizzey as Director 3a No


Mgmt ForForForElect W Peter Day as Director 3b No


Mgmt ForForForElect Michael P Ferraro as Director 3c No


Mgmt ForForForApprove the Grant of Performance Rights (Long Term Incentive) to Peter Wasow, Chief Executive Officer of the Company

4 No





Country: Australia



Ticker: EVN

Primary CUSIP: Q2144X102


Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Approve the Acquisition of Relevant Interest in Evolution Shares

Mgmt For For For No

Voting Policy Rationale: A vote FOR this resolution is warranted given that the independent expert has concluded that the transaction involving a re-organization of the ownership of Evolution shares by a substantial shareholder, La Mancha and the Swairis family, has no effect on non-associated shareholders.






VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

Mgmt ForReferForApprove the Grant of Performance Rights to Jacob (Jake) Klein

2 No


Rio Tinto Ltd.



Country: Australia



Ticker: RIO



Voting Policy: SSGA


VotingPolicy Rec

Vote Instruction

Vote Against Mgmt

1 Approve the Proposed Disposal of Coal & Allied Industries Limited

Mgmt For For For No

Voting Policy Rationale: A vote FOR disposal of Coal & Allied is warranted given that:- The value of consideration offered is between $2,296 million and $2,386 million, which exceeds the Independent Expert's valuation of between $1,820 million and $2,173 million on a controlling basis.- The Independent Expert states that the Transaction is fair and reasonable to non-associated shareholders opining that,"[w]e expect there are few other potential acquirers who could extract the same value out of the Coal & Allied assets as Yancoal".- The Board of Directors has unanimously recommended that non-associated shareholders, in the absence of a superior proposal, vote in favour of the Transaction;- The Transaction is the result of a competitive sale process;- The disposal of Coal & Allied is consistent with Rio Tinto's overall coal divestment strategy; and,- No material corporate governance concerns have been identified in respect of the associated shareholders.

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