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Schroders is required to publish records of voting in order to achieve compliance with the UK Stewardship Code. According, voting in accordance with our house policy is set out on the following pages.
Voting October 2018
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
EnQuest Plc
Meeting Date: 10/01/2018 Country: United Kingdom
Meeting Type: Special Ticker: ENQ
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve the Magnus Transaction 1
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
For For Approve the Thistle Transaction 2
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
For For Authorise Issue of Equity with Pre-emptive
Rights
3
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
4
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
5
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
ITC Ltd.
Meeting Date: 10/01/2018 Country: India
Meeting Type: Special Ticker: 500875
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Grant of Equity Settled Stock Appreciation Rights to the Eligible Employees of the Company Under the lTC Employee Stock Appreciation Rights Scheme 2018
For For
Blended Rationale: A vote FOR these resolutions is warranted given that the overall terms of the proposed plan are reasonable.
For For Approve Extension of Benefits of the lTC Employee Stock Appreciation Rights Scheme 2018 to Permanent Employees Including Managing /Wholetime Directors, of Subsidiary Companies
2
Blended Rationale: A vote FOR these resolutions is warranted given that the overall terms of the proposed plan are reasonable.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
ITC Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Variation in the Terms of Remuneration of the Managing Director and other Wholetime Directors of the Company
3
Mahle Metal Leve SA
Meeting Date: 10/01/2018 Country: Brazil
Meeting Type: Special Ticker: LEVE3
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Agreement to Absorb Mahle Industry do Brasil Ltda.
For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
For For Ratify KPMG Auditores Independentes as the Independent Firm to Appraise Proposed Transaction
2
Blended Rationale: A vote FOR these items is warranted because: * The company effectively owns 100 percent of its subsidiary; * The absorption will not result in any transfer of cash or shares away from the company; * The company has presented reasonable rationale for the transaction; and * The proposed transaction is neutral to shareholders.
For For Approve Independent Firm's Appraisal 3
Blended Rationale: A vote FOR these items is warranted because: * The company effectively owns 100 percent of its subsidiary; * The absorption will not result in any transfer of cash or shares away from the company; * The company has presented reasonable rationale for the transaction; and * The proposed transaction is neutral to shareholders.
For For Approve Absorption of Mahle Industry do Brasil
Ltda.
4
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
For For Approve Liquidation and Transfer of All Assets of
Mahle Industry do Brasil Ltda. to Company
5
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
For For Amend Article 15 Re: Related-Party Transactions 6
Blended Rationale: A vote FOR these requests is warranted because: * The company has provided the full details of the proposed changes; * The proposed amendment would potentially increase the company's governance regarding related-party transactions, with positive-to-neutral impact for shareholders.
For For Consolidate Bylaws 7
Blended Rationale: A vote FOR these requests is warranted because: * The company has provided the full details of the proposed changes; * The proposed amendment would potentially increase the company's governance regarding related-party transactions, with positive-to-neutral impact for shareholders.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Syntel, Inc.
Meeting Date: 10/01/2018 Country: USA
Meeting Type: Special Ticker: SYNT
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Merger Agreement For For
Against For Advisory Vote on Golden Parachutes 2
Voter Rationale: We are not supportive of Golden Parachutes
Blended Rationale: We are not supportive of Golden Parachutes
For For Adjourn Meeting 3
Global MENA Financial Assets Ltd.
Meeting Date: 10/02/2018 Country: Guernsey
Meeting Type: Annual Ticker: GMFA
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Ratify KPMG Channel Islands Limited as
Auditors
2
For For Authorise Board to Fix Remuneration of Auditors 3
For For Re-elect Samir Sayeed as Director 4
For For Approve Remuneration of Directors 5
Pampa Energia SA
Meeting Date: 10/02/2018 Country: Argentina
Meeting Type: Special Ticker: PAMP
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Designate Two Shareholders to Sign Minutes of Meeting
For For
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Pampa Energia SA Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Cancellation of 202.89 Million Treasury Shares and Consequent Reduction in Share Capital
2
For For Approve Granting of Authorizations to Perform Formalities and Necessary Presentations to Obtain Corresponding Registrations
3
BB Seguridade Participacoes SA
Meeting Date: 10/03/2018 Country: Brazil
Meeting Type: Special Ticker: BBSE3
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Fabiano Macanhan Fontes as Alternate Fiscal Council Member
For For
Blended Rationale: A vote FOR these items is warranted because: * The company has provided the name and biographical information of the nominees; and * There are no known problems regarding the board or fiscal council.
For For Elect Luis Felipe Vital Nunes Pereira as Fiscal Council Member
1.2
Blended Rationale: A vote FOR these items is warranted because: * The company has provided the name and biographical information of the nominees; and * There are no known problems regarding the board or fiscal council.
For For Elect Antonio Mauricio Maurano as Director 2.1
Blended Rationale: A vote AGAINST these items is warranted because: * Despite meeting the minimum independence requirement of the Novo Mercado listing segment of the Sao Paulo Stock Exchange (B3), the new board's level of independence fails to meet the expectations of institutional investors; and * The proposed board's 29-percent level of independence fails to reflect the company's free float of 33.58 percent.
For For Elect Gueitiro Matsuo Genso as Director 2.2
Blended Rationale: A vote AGAINST these items is warranted because: * Despite meeting the minimum independence requirement of the Novo Mercado listing segment of the Sao Paulo Stock Exchange (B3), the new board's level of independence fails to meet the expectations of institutional investors; and * The proposed board's 29-percent level of independence fails to reflect the company's free float of 33.58 percent.
For None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes for Each Supported Nominee?
3
Blended Rationale: Under these items, the company presented shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies. ABSTAIN vote recommendations are warranted for Items 3-5 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
BB Seguridade Participacoes SA Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Abstain None Percentage of Votes to Be Assigned - Elect
Antonio Mauricio Maurano as Director
4.1
Voter Rationale: Votes for our votes to be distributed evenly.
Blended Rationale: Votes for our votes to be distributed evenly.
Abstain None Percentage of Votes to Be Assigned - Elect
Gueitiro Matsuo Genso as Director
4.2
Voter Rationale: Votes for our votes to be distributed evenly.
Blended Rationale: Votes for our votes to be distributed evenly.
Against None Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the
Brazilian Corporate Law?
5
Voter Rationale: We are not supportive of cumulative voting.
Blended Rationale: We are not supportive of cumulative voting.
Against None As an Ordinary Shareholder, Would You like to Request a Separate Minority Election of a Member of the Board of Directors, Under the Terms of Article 141 of the Brazilian Corporate Law?
6
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
For For Approve Grant of Shares to Employees 7
Elementis Plc
Meeting Date: 10/03/2018 Country: United Kingdom
Meeting Type: Special Ticker: ELM
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Acquisition of Mondo Minerals Holding B.V.
For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Morgan Stanley Invt. Fds. - Gbl. Multi-asset Opportunities Fd.
Meeting Date: 10/03/2018 Country: Luxembourg
Meeting Type: Special Ticker: G1LWD6.F
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Morgan Stanley Invt. Fds. - Gbl. Multi-asset Opportunities Fd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Diane Hosie as Director For For
Blended Rationale: A vote FOR this item is warranted in the absence of any concern about the board and its composition.
For For Elect Susanne van Dootingh as Director 2
Blended Rationale: A vote FOR this item is warranted in the absence of any concern about the board and its composition.
poenina holding ag
Meeting Date: 10/03/2018 Country: Switzerland
Meeting Type: Special Ticker: PNHO
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Share Re-registration Consent For For
poenina holding ag
Meeting Date: 10/03/2018 Country: Switzerland
Meeting Type: Special Ticker: PNHO
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Thomas Kellenberger as Director For For
Blended Rationale: Votes FOR these items are warranted because the proposed transaction is supported by compelling rationale and valuation appears to be reasonable.
For For Approve CHF 83,333 Capital Increase with Preemptive Rights
2.1
Blended Rationale: Votes FOR these items are warranted because the proposed transaction is supported by compelling rationale and valuation appears to be reasonable.
For For Approve CHF 65,771 Capital Increase without Preemptive Rights, If Item 2.1 is Approved
2.2
Blended Rationale: Votes FOR these items are warranted because the proposed transaction is supported by compelling rationale and valuation appears to be reasonable.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
poenina holding ag Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Approve Creation of CHF 100,000 Pool of
Capital without Preemptive Rights
3
Voter Rationale: The issuance request would result in a potentially excessive dilution of 40 percent
Blended Rationale: The issuance request would result in a potentially excessive dilution of 40 percent
Against For Transact Other Business (Voting) 4
Voter Rationale: Other business not disclosed
Blended Rationale: Other business not disclosed
SYNNEX Corp.
Meeting Date: 10/03/2018 Country: USA
Meeting Type: Special Ticker: SNX
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Issue Shares in Connection with Merger For For
Blended Rationale: Referred to Schroders for internal consideration.
For For Adjourn Meeting 2
Blended Rationale: Referred to Schroders for internal consideration.
Wheeler Real Estate Investment Trust, Inc.
Meeting Date: 10/03/2018 Country: USA
Meeting Type: Proxy Contest Ticker: WHLR
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director David Kelly For For
For For Elect Director John Sweet 1.2
For For Elect Director Carl B. McGowan, Jr. 1.3
For For Elect Director Jeffrey M. Zwerdling 1.4
For For Elect Director Stewart J. Brown 1.5
For For Elect Director John McAuliffe 1.6
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Wheeler Real Estate Investment Trust, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Andrew R. Jones 1.7
For For Elect Director Sean F. Armstrong 1.8
One Year One Year Advisory Vote on Say on Pay Frequency 2
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Voter Rationale: The company recently entered into new employment agreements which allow executives to voluntarily resign for any reason within twelve months of a change in control and receive severance payments.
Blended Rationale: The company recently entered into new employment agreements which allow executives to voluntarily resign for any reason within twelve months of a change in control and receive severance payments.
For For Ratify Cherry Bekaert LLP as Auditors 4
ASX Ltd.
Meeting Date: 10/04/2018 Country: Australia
Meeting Type: Annual Ticker: ASX
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
3a Elect Rick Holliday-Smith as Director For For
For For Elect Yasmin Allen as Director 3b
For For Elect Peter Marriott as Director 3c
For For Elect Heather Ridout as Director 3d
For For Approve the Remuneration Report 4
For For Approve Grant of Performance Rights to
Dominic Stevens
5
Bank Leumi Le-Israel Ltd.
Meeting Date: 10/04/2018 Country: Israel
Meeting Type: Annual Ticker: LUMI
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Reappoint Somekh Chaikin and Kost Forer Gabbay and Kasierer as Joint Auditors and
Authorize Board to Fix Their Remuneration
For For
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Bank Leumi Le-Israel Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Yoram Gabai as External Director 3
Blended Rationale: A vote FOR the election of Yoram Gabai (Item 3) and reelection of Tamar Gottlieb (Item 4) is warranted due to the candidates' relevant industry experience, executive experience, public board experience, and academic experience.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Rafael Danieli (Item 5) is warranted.
For For Reelect Tamar Gottlieb as External Director 4
Blended Rationale: A vote FOR the election of Yoram Gabai (Item 3) and reelection of Tamar Gottlieb (Item 4) is warranted due to the candidates' relevant industry experience, executive experience, public board experience, and academic experience.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Rafael Danieli (Item 5) is warranted.
Against For Elect Rafael Danieli as External Director 5
Voter Rationale: Other nominee warrants support
Blended Rationale: Other nominee warrants support
For For Reelect Shmuel Ben Zvi as External Director 6
Blended Rationale: A vote FOR the reelection of Shmuel Ben Zvi (Item 6) and Ohad Marani (Item 8) is warranted due to lack of concern regarding their suitability as directors following their first term as external directors and as they possess relevant executive and public board experience, and considering the low average board tenure.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Yoram Turbovitz (Item 7) is warranted.
Against For Elect Yoram Turbovitz as External Director 7
Voter Rationale: Other nominee warrants support
Blended Rationale: Other nominee warrants support
For For Reelect Ohad Marani as External Director 8
Blended Rationale: A vote FOR the reelection of Shmuel Ben Zvi (Item 6) and Ohad Marani (Item 8) is warranted due to lack of concern regarding their suitability as directors following their first term as external directors and as they possess relevant executive and public board experience, and considering the low average board tenure.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Yoram Turbovitz (Item 7) is warranted.
Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
A
Voter Rationale: Administrative
Blended Rationale: Administrative
Against None If you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B1
Voter Rationale: Administrative
Blended Rationale: Administrative
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Bank Leumi Le-Israel Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against None If you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2
Voter Rationale: Administrative
Blended Rationale: Administrative
For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
B3
Voter Rationale: Administrative
Blended Rationale: Administrative
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
For For Reappoint Somekh Chaikin and Kost Forer Gabbay and Kasierer as Joint Auditors and Authorize Board to Fix Their Remuneration
2
For For Elect Yoram Gabai as External Director 3
Blended Rationale: A vote FOR the election of Yoram Gabai (Item 3) and reelection of Tamar Gottlieb (Item 4) is warranted due to the candidates' relevant industry experience, executive experience, public board experience, and academic experience.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Rafael Danieli (Item 5) is warranted.
For For Reelect Tamar Gottlieb as External Director 4
Blended Rationale: A vote FOR the election of Yoram Gabai (Item 3) and reelection of Tamar Gottlieb (Item 4) is warranted due to the candidates' relevant industry experience, executive experience, public board experience, and academic experience.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Rafael Danieli (Item 5) is warranted.
For For Reelect Shmuel Ben Zvi as External Director 6
Blended Rationale: A vote FOR the reelection of Shmuel Ben Zvi (Item 6) and Ohad Marani (Item 8) is warranted due to lack of concern regarding their suitability as directors following their first term as external directors and as they possess relevant executive and public board experience, and considering the low average board tenure.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Yoram Turbovitz (Item 7) is warranted.
Against For Elect Yoram Turbovitz as External Director 7
Blended Rationale: A vote FOR the reelection of Shmuel Ben Zvi (Item 6) and Ohad Marani (Item 8) is warranted due to lack of concern regarding their suitability as directors following their first term as external directors and as they possess relevant executive and public board experience, and considering the low average board tenure.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Yoram Turbovitz (Item 7) is warranted.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Bank Leumi Le-Israel Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Reelect Ohad Marani as External Director 8
Blended Rationale: A vote FOR the reelection of Shmuel Ben Zvi (Item 6) and Ohad Marani (Item 8) is warranted due to lack of concern regarding their suitability as directors following their first term as external directors and as they possess relevant executive and public board experience, and considering the low average board tenure.Considering that only two of the three candidates may be elected to serve on the board, a vote AGAINST the election of Yoram Turbovitz (Item 7) is warranted.
Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
A
Against None If you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B1
Blended Rationale: If such an item is included in the proxy card, shareholders must classify themselves according to the following categories: Interest Holder as defined in Section 1 of the Securities Law, 1968; Senior Officer as defined in Section 37(D) of the Securities Law, 1968; Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994; Shareholders can classify themselves by voting FOR or AGAINST on any of these items.
Against None If you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2
Blended Rationale: If such an item is included in the proxy card, shareholders must classify themselves according to the following categories: Interest Holder as defined in Section 1 of the Securities Law, 1968; Senior Officer as defined in Section 37(D) of the Securities Law, 1968; Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994; Shareholders can classify themselves by voting FOR or AGAINST on any of these items.
For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
B3
Blended Rationale: If such an item is included in the proxy card, shareholders must classify themselves according to the following categories: Interest Holder as defined in Section 1 of the Securities Law, 1968; Senior Officer as defined in Section 37(D) of the Securities Law, 1968; Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994; Shareholders can classify themselves by voting FOR or AGAINST on any of these items.
Euronext NV
Meeting Date: 10/04/2018 Country: Netherlands
Meeting Type: Special Ticker: ENX
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect Daryl Byrne to Management Board For For
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Euronext NV Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Blended Rationale: A vote FOR these elections is warranted because: * The nominees are elected for a term not exceeding four years; * The candidates appear to possess the necessary qualifications for board membership; and * There is no known controversy concerning the candidates.
For For Elect Chris Topple to Management Board 2b
Blended Rationale: A vote FOR these elections is warranted because: * The nominees are elected for a term not exceeding four years; * The candidates appear to possess the necessary qualifications for board membership; and * There is no known controversy concerning the candidates.
KBC Group SA/NV
Meeting Date: 10/04/2018 Country: Belgium
Meeting Type: Special Ticker: KBC
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2.1 Authorize Board to Increase Authorized Capital up to EUR 291 Million, Including by way of Issuance of Ordinary Shares Without
Preemptive Rights, Warrants or Convertible
For Against
Voter Rationale: The stock that could be issued without pre-emptive rights represents more than 10% of outstanding capital.
Blended Rationale: The stock that could be issued without pre-emptive rights represents more than 10% of outstanding capital.
For For Authorize Board to Increase Authorized Capital up to EUR 409 Million, Including by way of Issuance of Ordinary Shares With Preemptive Rights, Warrants or Convertible
2.2
Blended Rationale: A vote FOR these items is warranted because: * the potential increase without preemptive rights (Item 2.1) is not considered to be excessive (20 percent); * the potential increase with preemptive rights (Item 2.2) is not considered to be excessive (100 percent).
For For Amend Articles to Reflect Changes in Capital 3
For For Authorize Filing of Required Documents/Formalities at Trade Registry
4
Magellan Financial Group Ltd.
Meeting Date: 10/04/2018 Country: Australia
Meeting Type: Annual Ticker: MFG
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Approve the Remuneration Report For Against
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Magellan Financial Group Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Blended Rationale: A vote AGAINST the remuneration report is warranted given:- The quantitative concerns identified in the ISS Pay-for-Performance analysis.- The structure of the fixed remuneration of the CEO and Head of Investments being based on various profit share and revenue share arrangements, which does not appear to be consistent with any market basis for calculating fixed pay.- The CEO and Head of Investments received significant increases in fixed remuneration of 26.5 percent and 231.5 percent respectively, which is considered excessive when compared with Australian market levels.- The CEO and Head of Investments received STI awards which represent a substantial increase from the previous year (35.2 percent and 23.0 percent respectively).- The disclosure surrounding the STI of the Head of Investments is inadequate given the substantial nature of the payment. In the absence of specific targets and respective weightings, shareholders may find it difficult to determine the appropriateness of the performance conditions and whether the targets are sufficiently demanding and commensurate with the reward outcome.
For For Elect Paul Lewis as Director 3
Petroleo Brasileiro SA
Meeting Date: 10/04/2018 Country: Brazil
Meeting Type: Special Ticker: PETR4
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Do You Wish to Adopt Cumulative Voting for the Election of the Members of the Board of Directors, Under the Terms of Article 141 of the
Brazilian Corporate Law?
None Against
Voter Rationale: We are not supportive of cumulative voting.
Blended Rationale: We are not supportive of cumulative voting.
For For Elect Ivan de Souza Monteiro and Durval Jose Soledade Santos as Directors
2
Against None In Case There is Any Change to the Board Slate Composition, May Your Votes Still be Counted
for the Proposed Slate?
3
Voter Rationale: Changes to the slate may not be in shareholders' best interests.
Blended Rationale: Changes to the slate may not be in shareholders' best interests.
For None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes to All
Nominees in the Slate?
4
Blended Rationale: Under these items, the company presented shareholders with the option to request cumulative voting for the election of directors under the terms of Article 141 of the Brazilian Corporate Law, in accordance with the rules of the remote voting card issued by the Brazilian Securities Regulator (CVM), and mandatory for all publicly-traded Brazilian companies.ABSTAIN vote recommendations are warranted for Items 1, 4, 5.1, 5.2 in the absence of publicly-available information, disclosed in a timely manner, regarding a cumulative voting request presented by shareholders.
Abstain None Percentage of Votes to Be Assigned - Elect Ivan de Souza Monteiro as Director
5.1
Voter Rationale: Voted for our votes being distributed equally.
Blended Rationale: Voted for our votes being distributed equally.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Petroleo Brasileiro SA Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Abstain None Percentage of Votes to Be Assigned - Elect
Durval Jose Soledade Santos as Director
5.2
Voter Rationale: Voted for our votes being distributed equally.
Blended Rationale: Voted for our votes being distributed equally.
For For Amend Articles 6
Blended Rationale: A vote FOR these requests is warranted because: * The company has disclosed the full details of the proposed changes; * The company has presented a sound rationale for the proposed bylaw amendments; and * The creation of a Conglomerate Statutory Audit Committee could potentially strengthen the company's governance and oversight, thus being positive-to-neutral to shareholders.
For For Consolidate Bylaws 7
Blended Rationale: A vote FOR these requests is warranted because: * The company has disclosed the full details of the proposed changes; * The company has presented a sound rationale for the proposed bylaw amendments; and * The creation of a Conglomerate Statutory Audit Committee could potentially strengthen the company's governance and oversight, thus being positive-to-neutral to shareholders.
Against For Approve Remuneration of Audit Committee
Members
8
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
For None In the Event of a Second Call, the Voting Instructions Contained in this Remote Voting Card May Also be Considered for the Second
Call?
9
Petroleo Brasileiro SA
Meeting Date: 10/04/2018 Country: Brazil
Meeting Type: Special Ticker: PETR4
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Ivan de Souza Monteiro and Durval Jose Soledade Santos as Directors
For For
Against None In Case There is Any Change to the Board Slate Composition, May Your Votes Still be Counted
for the Proposed Slate?
1b
For None In Case Cumulative Voting Is Adopted, Do You Wish to Equally Distribute Your Votes to All
Nominees in the Slate?
1c
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Petroleo Brasileiro SA Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Amend Articles 2
Blended Rationale: A vote FOR these requests is warranted because: * The company has disclosed the full details of the proposed changes; * The company has presented a sound rationale for the proposed bylaw amendments; and * The creation of a Conglomerate Statutory Audit Committee could potentially strengthen the company's governance and oversight, thus being positive-to-neutral to shareholders.
For For Consolidate Bylaws 3
Blended Rationale: A vote FOR these requests is warranted because: * The company has disclosed the full details of the proposed changes; * The company has presented a sound rationale for the proposed bylaw amendments; and * The creation of a Conglomerate Statutory Audit Committee could potentially strengthen the company's governance and oversight, thus being positive-to-neutral to shareholders.
Against For Approve Remuneration of Audit Committee
Members
4
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
Miton Global Opportunities PLC
Meeting Date: 10/05/2018 Country: United Kingdom
Meeting Type: Annual Ticker: MIGO
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Remuneration Policy 3
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
For For Re-elect Michael Phillips as Director 4
Blended Rationale: Items 4, 6, & 7 A vote FOR the election/re-election of Richard Davidson (Non-executive Chair), Michael Phillips (NED), and Katya Thomson (NED) and is warranted because no significant concerns have been identified. Item 5 A vote AGAINST the re-election of Hugh van Cutsem (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size.
For For Re-elect Hugh van Cutsem as Director 5
Blended Rationale: Items 4, 6, & 7 A vote FOR the election/re-election of Richard Davidson (Non-executive Chair), Michael Phillips (NED), and Katya Thomson (NED) and is warranted because no significant concerns have been identified. Item 5 A vote AGAINST the re-election of Hugh van Cutsem (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Miton Global Opportunities PLC Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Ekaterina Thomson as Director 6
Blended Rationale: Items 4, 6, & 7 A vote FOR the election/re-election of Richard Davidson (Non-executive Chair), Michael Phillips (NED), and Katya Thomson (NED) and is warranted because no significant concerns have been identified. Item 5 A vote AGAINST the re-election of Hugh van Cutsem (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size.
For For Elect Richard Davidson as Director 7
Blended Rationale: Items 4, 6, & 7 A vote FOR the election/re-election of Richard Davidson (Non-executive Chair), Michael Phillips (NED), and Katya Thomson (NED) and is warranted because no significant concerns have been identified. Item 5 A vote AGAINST the re-election of Hugh van Cutsem (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size.
For For Reappoint PricewaterhouseCoopers LLP as
Auditors
8
For For Authorise the Audit Committee to Fix
Remuneration of Auditors
9
For For Authorise Issue of Equity with Pre-emptive
Rights
10
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
11
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 12
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
13
Miton Global Opportunities PLC
Meeting Date: 10/05/2018 Country: United Kingdom
Meeting Type: Special Ticker: MIGO
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Adopt New Articles of Association; Approve Realisation Opportunity
For For
For For Approve Change of Company's Investment Objective
2
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Resurs Holding AB
Meeting Date: 10/05/2018 Country: Sweden
Meeting Type: Special Ticker: RESURS
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Elect Chairman of Meeting For For
Blended Rationale: These are routine meeting formalities.
For For Prepare and Approve List of Shareholders 3
Blended Rationale: These are routine meeting formalities.
For For Approve Agenda of Meeting 4
Blended Rationale: These are routine meeting formalities.
For For Designate Inspector(s) of Minutes of Meeting 5
Blended Rationale: These are routine meeting formalities.
For For Acknowledge Proper Convening of Meeting 6
Blended Rationale: These are routine meeting formalities.
For For Approve Dividends of SEK 1.65 Per Share 7
Van Lanschot Kempen NV
Meeting Date: 10/05/2018 Country: Netherlands
Meeting Type: Special Ticker: VLK
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
3a Amend Articles to Reflect Changes in Capital Re: Raise the Nominal Amount of Each Class A Ordinary Share by EUR 1.50 per Class A Ordinary Share, Charged to the Share Premium
Reserve
For For
Blended Rationale: A vote FOR is warranted as capital would return to shareholders while it does not appear to endanger the company's capital buffers (also no objection from the Dutch national bank).
For For Amend Articles to Reflect Changes in Capital Re: Return the Amount of EUR 1.50 per Class A Ordinary Share to the Relevant Shareholders
3b
Blended Rationale: A vote FOR is warranted as capital would return to shareholders while it does not appear to endanger the company's capital buffers (also no objection from the Dutch national bank).
For For Elect Frans Blom to Supervisory Board 4b
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
PT Matahari Department Store Tbk
Meeting Date: 10/08/2018 Country: Indonesia
Meeting Type: Special Ticker: LPPF
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Share Repurchase Program For For
For For Reaffirm Composition of Shareholders of the Company
2
51job, Inc.
Meeting Date: 10/09/2018 Country: Cayman Islands
Meeting Type: Annual Ticker: JOBS
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Junichi Arai as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
For For Elect David K. Chao as Director 2
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
For For Elect Li-Lan Cheng as Director 3
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
For For Elect Eric He as Director 4
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
For For Elect Rick Yan as Director 5
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
Fuyao Glass Industry Group Co., Ltd.
Meeting Date: 10/09/2018 Country: China
Meeting Type: Special Ticker: 3606
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Fuyao Glass Industry Group Co., Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve 2018 Interim Profit Distribution Plan For For
For For Amend Articles of Association 2
GDS Holdings Ltd.
Meeting Date: 10/09/2018 Country: Cayman Islands
Meeting Type: Annual Ticker: GDS
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Director Gary Wojtaszek For For
Blended Rationale: Vote against non-independent non-executive directors when board is less than 50% independent
For For Elect Director Lim Ah Doo 2
For For Elect Director Chang Sun 3
For For Elect Director Judy Qing Ye 4
For For Ratify KPMG Huazhen LLP as Auditors 5
For For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
6
For For Authorize Board to Ratify and Execute Approved Resolutions
7
Nickel Asia Corp.
Meeting Date: 10/09/2018 Country: Philippines
Meeting Type: Special Ticker: NIKL
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve 80 Percent Stock Dividend Declaration For For
For For Approve Amendments to the Company's
By-Laws
2
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Procter & Gamble Co.
Meeting Date: 10/09/2018 Country: USA
Meeting Type: Annual Ticker: PG
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director Francis S. Blake For For
For For Elect Director Angela F. Braly 1b
For For Elect Director Amy L. Chang 1c
For For Elect Director Kenneth I. Chenault 1d
For For Elect Director Scott D. Cook 1e
For For Elect Director Joseph Jimenez 1f
For For Elect Director Terry J. Lundgren 1g
For For Elect Director W. James McNerney, Jr. 1h
For For Elect Director Nelson Peltz 1i
For For Elect Director David S. Taylor 1j
For For Elect Director Margaret C. Whitman 1k
For For Elect Director Patricia A. Woertz 1l
For For Elect Director Ernesto Zedillo 1m
For For Ratify Deloitte & Touche LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Hong Kong Aircraft Engineering Co., Ltd.
Meeting Date: 10/10/2018 Country: Hong Kong
Meeting Type: Court Ticker: 44
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Scheme of Arrangement For For
Hong Kong Aircraft Engineering Co., Ltd.
Meeting Date: 10/10/2018 Country: Hong Kong
Meeting Type: Special Ticker: 44
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Hong Kong Aircraft Engineering Co., Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Scheme of Arrangement and Related
Transactions
For For
Regal International Airport Group Co., Ltd.
Meeting Date: 10/10/2018 Country: China
Meeting Type: Special Ticker: 357
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Interim Dividend For For
For For Elect Wang Zhen as Director, Fix His Remuneration and Authorize Chairman of the
Board to Execute a Service Contract with Him
2
Against For Approve Proposals Put Forward by Any Shareholder(s) Holding Five Percent or More of
the Shares Entitled to Vote
3
Voter Rationale: Lack of information
Blended Rationale: Lack of information
Whitbread Plc
Meeting Date: 10/10/2018 Country: United Kingdom
Meeting Type: Special Ticker: WTB
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Sale by the Company of Costa Limited For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Amcor Ltd.
Meeting Date: 10/11/2018 Country: Australia
Meeting Type: Annual Ticker: AMC
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Amcor Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect Graeme Liebelt as Director For For
For For Elect Jeremy Sutcliffe as Director 2b
For For Approve Grant of Options and Performance
Shares to Ron Delia
3
Against For Approve Grant of Share Rights to Ron Delia 4
Voter Rationale: Minimum vesting period is less than three years. LTI targets are based on continuous employment.
Blended Rationale: Minimum vesting period is less than three years. LTI targets are based on continuous employment.
Against For Approve the Remuneration Report 5
Voter Rationale: Bottom quartile of the ASX200 on NTA growth
Blended Rationale: Bottom quartile of the ASX200 on NTA growth
Hargreaves Lansdown Plc
Meeting Date: 10/11/2018 Country: United Kingdom
Meeting Type: Annual Ticker: HL
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Final Dividend 2
For For Approve Remuneration Report 3
For For Reappoint PricewaterhouseCoopers LLP as Auditors
4
For For Authorise Board to Fix Remuneration of Auditors 5
For For Elect Deanna Oppenheimer as Director 6
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
For For Re-elect Christopher Hill as Director 7
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
For For Re-elect Philip Johnson as Director 8
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Hargreaves Lansdown Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Shirley Garrood as Director 9
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
For For Re-elect Stephen Robertson as Director 10
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
For For Re-elect Jayne Styles as Director 11
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
For For Re-elect Fiona Clutterbuck as Director 12
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
For For Re-elect Roger Perkin as Director 13
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
For For Authorise Market Purchase or Ordinary Shares 14
For For Authorise Issue of Equity with Pre-emptive Rights
15
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive Rights
16
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise the Company to Call General Meeting with Two Weeks' Notice
17
For For Authorise EU Political Donations and Expenditure
18
Paychex, Inc.
Meeting Date: 10/11/2018 Country: USA
Meeting Type: Annual Ticker: PAYX
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director B. Thomas Golisano For For
For For Elect Director Thomas F. Bonadio 1b
For For Elect Director Joseph G. Doody 1c
For For Elect Director David J.S. Flaschen 1d
For For Elect Director Pamela A. Joseph 1e
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Paychex, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Martin Mucci 1f
For For Elect Director Joseph M. Tucci 1g
For For Elect Director Joseph M. Velli 1h
For For Elect Director Kara Wilson 1i
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Blended Rationale: The minimum vesting period is less than three years.
For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Transurban Group Ltd.
Meeting Date: 10/11/2018 Country: Australia
Meeting Type: Annual Ticker: TCL
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect Mark Birrell as Director For For
For For Elect Christine O'Reilly as Director 2b
For For Approve the Remuneration Report 3
For For Approve Grant of Performance Awards to Scott
Charlton
4
Berjaya Sports Toto Bhd.
Meeting Date: 10/12/2018 Country: Malaysia
Meeting Type: Annual Ticker: 1562
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Directors' Fees For For
Blended Rationale: A vote FOR these resolutions is warranted.
For For Approve Directors' Remuneration (Excluding Directors' Fees)
2
Blended Rationale: A vote FOR these resolutions is warranted.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Berjaya Sports Toto Bhd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Robert Yong Kuen Loke as Director 3
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.
For For Elect Nerine Tan Sheik Ping as Director 4
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.
For For Elect Tan Kok Ping as Director 5
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.
For For Approve Ernst & Young as Auditors and
Authorize Board to Fix Their Remuneration
6
For For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
7
For For Approve Implementation of Shareholders' Mandate for Recurrent Related Party Transactions
8
For For Authorize Share Repurchase Program 9
M.M. Group for Industry & International Trade SAE
Meeting Date: 10/13/2018 Country: Egypt
Meeting Type: Special Ticker: MTIE
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Amend Corporate Purpose Re: Article 3 For For
Banca Transilvania SA
Meeting Date: 10/16/2018 Country: Romania
Meeting Type: Special Ticker: TLV
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Merger by Absorption of Bancpost SA For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
For For Delegate Powers to Board to Take Measures to
Complete Merger Above
2
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Banca Transilvania SA Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Amend Article 6 of Bylaws Re: Company's List of
Activities
3
Clariant AG
Meeting Date: 10/16/2018 Country: Switzerland
Meeting Type: Special Ticker: CLN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Share Re-registration Consent For For
Clariant AG
Meeting Date: 10/16/2018 Country: Switzerland
Meeting Type: Special Ticker: CLN
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Abdullah Alissa as Director For Against
Voter Rationale: Lack of independence
Blended Rationale: Lack of independence
Against For Elect Calum MacLean as Director 1.2
Voter Rationale: Lack of independence
Blended Rationale: Lack of independence
Against For Elect Geoffery Merszei as Director 1.3
Voter Rationale: lack of independence
Blended Rationale: lack of independence
Against For Elect Khaled Nahas as Director 1.4
Voter Rationale: Lack of independence
Blended Rationale: Lack of independence
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Clariant AG Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Hariolf Kottmann as Board Chairman 2
Blended Rationale: Board of directors elections (Items 1.1-1.4)Votes AGAINST the non-independent nominees Abdullah Al Issa, Calum MacLean, Geoffery Merszei, and Khalid Nouhas are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Abdullah Al Issa is also warranted because he holds an excessive number of mandates at listed companies.Election of the former CEO as chairman of the board (Item 2)A vote FOR Hariolf Kottmann as chairman of the board is warranted.Compensation Committee elections (Items 3.1-3.3) A vote AGAINST Abdullah Al Issa to the compensation committee is warranted because his nomination to the board does not warrant support.Votes FOR the nominees under Items 3.2-3.3, Claudia Dyckerhoff and Susanne Wamsler, are warranted due to a lack of concern.
Against For Appoint Abdullah Alissa as Member of the
Compensation Committee
3.1
Voter Rationale: Lack of independence
Blended Rationale: Lack of independence
For For Appoint Claudia Dyckerhoff as Member of the
Compensation Committee
3.2
Blended Rationale: Board of directors elections (Items 1.1-1.4)Votes AGAINST the non-independent nominees Abdullah Al Issa, Calum MacLean, Geoffery Merszei, and Khalid Nouhas are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Abdullah Al Issa is also warranted because he holds an excessive number of mandates at listed companies.Election of the former CEO as chairman of the board (Item 2)A vote FOR Hariolf Kottmann as chairman of the board is warranted.Compensation Committee elections (Items 3.1-3.3) A vote AGAINST Abdullah Al Issa to the compensation committee is warranted because his nomination to the board does not warrant support.Votes FOR the nominees under Items 3.2-3.3, Claudia Dyckerhoff and Susanne Wamsler, are warranted due to a lack of concern.
For For Appoint Susanne Wamsler as Member of the
Compensation Committee
3.3
Blended Rationale: Board of directors elections (Items 1.1-1.4)Votes AGAINST the non-independent nominees Abdullah Al Issa, Calum MacLean, Geoffery Merszei, and Khalid Nouhas are warranted because of the failure to establish a sufficiently independent board.A vote AGAINST Abdullah Al Issa is also warranted because he holds an excessive number of mandates at listed companies.Election of the former CEO as chairman of the board (Item 2)A vote FOR Hariolf Kottmann as chairman of the board is warranted.Compensation Committee elections (Items 3.1-3.3) A vote AGAINST Abdullah Al Issa to the compensation committee is warranted because his nomination to the board does not warrant support.Votes FOR the nominees under Items 3.2-3.3, Claudia Dyckerhoff and Susanne Wamsler, are warranted due to a lack of concern.
Against For Approve Remuneration of Directors in the
Amount of CHF 4 Million
4
Voter Rationale: Not supportive of the directors whose pay package this relates to
Blended Rationale: Not supportive of the directors whose pay package this relates to
Against For Amend Articles Re: Transitional Provision Related to Mandates of Members of the Board of Directors in Public Companies
5
Voter Rationale: Overboarding concerns
Blended Rationale: Overboarding concerns
Against For Additional Voting Instructions - Board of
Directors Proposals (Voting)
6.1
Voter Rationale: Lack of disclosure so unable to make an informed decision
Blended Rationale: Lack of disclosure so unable to make an informed decision
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Clariant AG Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against None Additional Voting Instructions - Shareholder
Proposals (Voting)
6.2
Voter Rationale: Lack of disclosure so unable to make an informed decision
Blended Rationale: Lack of disclosure so unable to make an informed decision
Cochlear Ltd.
Meeting Date: 10/16/2018 Country: Australia
Meeting Type: Annual Ticker: COH
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Approve Financial Statements and Reports of the Directors and Auditors
For For
For For Approve Remuneration Report 2.1
For For Elect Alison Deans as Director 3.1
For For Elect Glen Boreham as Director 3.2
For For Approve Issuance of Options and Performance Rights to Dig Howitt
4.1
For For Approve Renewal of Proportional Takeover Provisions
5.1
Laura Ashley Holdings Plc
Meeting Date: 10/16/2018 Country: United Kingdom
Meeting Type: Special Ticker: ALY
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Disposal of the Whole of Lot 6698A of Mukim 23 Together with the Building Erected Thereon
For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Laura Ashley Holdings Plc
Meeting Date: 10/16/2018 Country: United Kingdom
Meeting Type: Annual Ticker: ALY
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Re-elect Tan Sri Dr Khoo Kay Peng as Director 2
Blended Rationale: VOTE RECOMMENDATIONS Item 2 A vote AGAINST the re-election Tan Sri Dr Khoo Kay Peng is warranted because: * He is a Non-executive Chair with whom a potential independence issue has been identified and he currently chairs the Remuneration Committee, which is not in line with UK best practice recommendations; and * Apart from his role as Non-executive Chair of the Company, he also serves in various roles at two other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company Items 3, 5, & 6 A vote FOR the election of Seán Anglim (FD), Jane Rapley (NED) and Leon Yee (NED) is warranted because no significant concerns have been identified. Item 4 A vote AGAINST the election Andrew Khoo Boo Yeow (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size; and * Apart from his role as NED of the Company, he also serves in various roles at four other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.
For For Elect Sean Anglim as Director 3
Blended Rationale: VOTE RECOMMENDATIONS Item 2 A vote AGAINST the re-election Tan Sri Dr Khoo Kay Peng is warranted because: * He is a Non-executive Chair with whom a potential independence issue has been identified and he currently chairs the Remuneration Committee, which is not in line with UK best practice recommendations; and * Apart from his role as Non-executive Chair of the Company, he also serves in various roles at two other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company Items 3, 5, & 6 A vote FOR the election of Seán Anglim (FD), Jane Rapley (NED) and Leon Yee (NED) is warranted because no significant concerns have been identified. Item 4 A vote AGAINST the election Andrew Khoo Boo Yeow (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size; and * Apart from his role as NED of the Company, he also serves in various roles at four other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.
For For Elect Andrew Khoo Boo Yeow as Director 4
Blended Rationale: VOTE RECOMMENDATIONS Item 2 A vote AGAINST the re-election Tan Sri Dr Khoo Kay Peng is warranted because: * He is a Non-executive Chair with whom a potential independence issue has been identified and he currently chairs the Remuneration Committee, which is not in line with UK best practice recommendations; and * Apart from his role as Non-executive Chair of the Company, he also serves in various roles at two other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company Items 3, 5, & 6 A vote FOR the election of Seán Anglim (FD), Jane Rapley (NED) and Leon Yee (NED) is warranted because no significant concerns have been identified. Item 4 A vote AGAINST the election Andrew Khoo Boo Yeow (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size; and * Apart from his role as NED of the Company, he also serves in various roles at four other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Laura Ashley Holdings Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Jane Rapley as Director 5
Blended Rationale: VOTE RECOMMENDATIONS Item 2 A vote AGAINST the re-election Tan Sri Dr Khoo Kay Peng is warranted because: * He is a Non-executive Chair with whom a potential independence issue has been identified and he currently chairs the Remuneration Committee, which is not in line with UK best practice recommendations; and * Apart from his role as Non-executive Chair of the Company, he also serves in various roles at two other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company Items 3, 5, & 6 A vote FOR the election of Seán Anglim (FD), Jane Rapley (NED) and Leon Yee (NED) is warranted because no significant concerns have been identified. Item 4 A vote AGAINST the election Andrew Khoo Boo Yeow (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size; and * Apart from his role as NED of the Company, he also serves in various roles at four other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.
For For Elect Leon Yee as Director 6
Blended Rationale: VOTE RECOMMENDATIONS Item 2 A vote AGAINST the re-election Tan Sri Dr Khoo Kay Peng is warranted because: * He is a Non-executive Chair with whom a potential independence issue has been identified and he currently chairs the Remuneration Committee, which is not in line with UK best practice recommendations; and * Apart from his role as Non-executive Chair of the Company, he also serves in various roles at two other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company Items 3, 5, & 6 A vote FOR the election of Seán Anglim (FD), Jane Rapley (NED) and Leon Yee (NED) is warranted because no significant concerns have been identified. Item 4 A vote AGAINST the election Andrew Khoo Boo Yeow (NED) is warranted because: * A potential independence issue has been identified and he currently sits on the Audit and Remuneration Committees, and the composition of these Committees does not adhere to UK best practice recommendations for a company of this size; and * Apart from his role as NED of the Company, he also serves in various roles at four other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.
For For Appoint UHY Hacker Young LLP as Auditors and
Authorise Their Remuneration
7
For For Approve Remuneration Report 8
For For Authorise Issue of Equity with Pre-emptive
Rights
9
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
10
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 11
For For Authorise the Company to Sell Shares Held as
Treasury Shares for Cash
12
Blended Rationale: A vote AGAINST this resolution is warranted because: * No commitment has been given that treasury shares would be issued at or above NAV.
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
13
Laura Ashley Holdings Plc
Meeting Date: 10/16/2018 Country: United Kingdom
Meeting Type: Special Ticker: ALY
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Laura Ashley Holdings Plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Matters Relating to the Relevant
Distributions
None For
Shearwater Group Plc
Meeting Date: 10/16/2018 Country: United Kingdom
Meeting Type: Special Ticker: SWG
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Acquisition of Brookcourt Solutions Limited
For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
For For Authorise Issue of Equity Pursuant to the SPA, Placing and Open Offer
2
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
For For Authorise Issue of Equity without Pre-emptive
Rights Pursuant to the Placing and Open Offer
3
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issue of the consideration shares and the fund raise shares is significantly dilutive to non-participating shareholders; and * The issue price represents a significant discount to the unaffected price. The main reasons for support are: * The funds raised will be used to part fund the proposed Acquisition, for which shareholder support is considered warranted; and * The capital raising includes an open offer element, which could somewhat minimise its dilutive impact.
Telstra Corp. Ltd.
Meeting Date: 10/16/2018 Country: Australia
Meeting Type: Annual Ticker: TLS
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
3a Elect Roy H Chestnutt as Director For For
For For Elect Margie L Seale as Director 3b
For For Elect Niek Jan van Damme as Director 3c
For For Approve the Remuneration Report 4
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Barratt Developments Plc
Meeting Date: 10/17/2018 Country: United Kingdom
Meeting Type: Annual Ticker: BDEV
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
For For Approve Special Dividend 4
For For Elect Sharon White as Director 5
Blended Rationale: Items 5 – 11 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12: Re-elect Jock Lennox as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his role as NED at Barratt Developments, Jock Lennox holds directorships at three other publicly listed companies, including two chair positions. Overall, his external time commitments may potentially impair his ability to devote sufficient time to his role at Barratt Developments. The main reason for support is: * He has publicly committed to step down from his non-executive director position at Dixons Carphone by 31 December 2018.
For For Re-elect John Allan as Director 6
Blended Rationale: Items 5 – 11 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12: Re-elect Jock Lennox as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his role as NED at Barratt Developments, Jock Lennox holds directorships at three other publicly listed companies, including two chair positions. Overall, his external time commitments may potentially impair his ability to devote sufficient time to his role at Barratt Developments. The main reason for support is: * He has publicly committed to step down from his non-executive director position at Dixons Carphone by 31 December 2018.
For For Re-elect David Thomas as Director 7
Blended Rationale: Items 5 – 11 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12: Re-elect Jock Lennox as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his role as NED at Barratt Developments, Jock Lennox holds directorships at three other publicly listed companies, including two chair positions. Overall, his external time commitments may potentially impair his ability to devote sufficient time to his role at Barratt Developments. The main reason for support is: * He has publicly committed to step down from his non-executive director position at Dixons Carphone by 31 December 2018.
For For Re-elect Steven Boyes as Director 8
Blended Rationale: Items 5 – 11 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12: Re-elect Jock Lennox as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his role as NED at Barratt Developments, Jock Lennox holds directorships at three other publicly listed companies, including two chair positions. Overall, his external time commitments may potentially impair his ability to devote sufficient time to his role at Barratt Developments. The main reason for support is: * He has publicly committed to step down from his non-executive director position at Dixons Carphone by 31 December 2018.
For For Re-elect Jessica White as Director 9
Blended Rationale: Items 5 – 11 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12: Re-elect Jock Lennox as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his role as NED at Barratt Developments, Jock Lennox holds directorships at three other publicly listed companies, including two chair positions. Overall, his external time commitments may potentially impair his ability to devote sufficient time to his role at Barratt Developments. The main reason for support is: * He has publicly committed to step down from his non-executive director position at Dixons Carphone by 31 December 2018.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Barratt Developments Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Richard Akers as Director 10
Blended Rationale: Items 5 – 11 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12: Re-elect Jock Lennox as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his role as NED at Barratt Developments, Jock Lennox holds directorships at three other publicly listed companies, including two chair positions. Overall, his external time commitments may potentially impair his ability to devote sufficient time to his role at Barratt Developments. The main reason for support is: * He has publicly committed to step down from his non-executive director position at Dixons Carphone by 31 December 2018.
For For Re-elect Nina Bibby as Director 11
Blended Rationale: Items 5 – 11 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12: Re-elect Jock Lennox as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his role as NED at Barratt Developments, Jock Lennox holds directorships at three other publicly listed companies, including two chair positions. Overall, his external time commitments may potentially impair his ability to devote sufficient time to his role at Barratt Developments. The main reason for support is: * He has publicly committed to step down from his non-executive director position at Dixons Carphone by 31 December 2018.
For For Re-elect Jock Lennox as Director 12
Blended Rationale: Items 5 – 11 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12: Re-elect Jock Lennox as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his role as NED at Barratt Developments, Jock Lennox holds directorships at three other publicly listed companies, including two chair positions. Overall, his external time commitments may potentially impair his ability to devote sufficient time to his role at Barratt Developments. The main reason for support is: * He has publicly committed to step down from his non-executive director position at Dixons Carphone by 31 December 2018.
For For Reappoint Deloitte LLP as Auditors 13
For For Authorise the Audit Committee to Fix
Remuneration of Auditors
14
For For Authorise EU Political Donations and
Expenditure
15
For For Approve Savings-Related Share Option Scheme 16
For For Authorise Issue of Equity with Pre-emptive
Rights
17
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
18
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 19
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
20
BHP Billiton Plc
Meeting Date: 10/17/2018 Country: United Kingdom
Meeting Type: Annual Ticker: BLT
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
BHP Billiton Plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Reappoint KPMG LLP as Auditors 2
For For Authorise the Risk and Audit Committee to Fix
Remuneration of Auditors
3
For For Authorise Issue of Equity with Pre-emptive
Rights
4
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
5
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 6
For For Approve Remuneration Report for UK Law
Purposes
7
For For Approve Remuneration Report for Australian
Law Purposes
8
For For Approve Grant of Awards under the Group's
Incentive Plans to Andrew Mackenzie
9
For For Approve Change of Company Name to BHP
Group plc
10
For For Re-elect Terry Bowen as Director 11
Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.
For For Re-elect Malcolm Broomhead as Director 12
Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.
For For Re-elect Anita Frew as Director 13
Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
BHP Billiton Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Carolyn Hewson as Director 14
Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.
For For Re-elect Andrew Mackenzie as Director 15
Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.
For For Re-elect Lindsay Maxsted as Director 16
Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.
For For Re-elect John Mogford as Director 17
Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.
For For Re-elect Shriti Vadera as Director 18
Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.
For For Re-elect Ken MacKenzie as Director 19
Blended Rationale: Items 11-15 & 17-19 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 16 A vote FOR Lindsay Maxsted as NED is warranted, although it is not without concern for shareholders: * He has significant external time commitments in addition to his role at BHP Billition. Main reason for support: * His external mandates are technically within generally accepted guidelines: so a certain degree of flexibility is considered appropriate at this time.
CSL Ltd.
Meeting Date: 10/17/2018 Country: Australia
Meeting Type: Annual Ticker: CSL
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
CSL Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2a Elect Brian McNamee as Director For For
For For Elect Abbas Hussain as Director 2b
For For Elect Andrew Cuthbertson as Director 2c
For For Approve the Remuneration Report 3
For For Approve Grant of Performance Share Units to
Paul Perreault
4
For For Approve Renewal of Global Employee Share
Plan
5
For For Approve Renewal of Performance Rights Plan 6
For For Approve Renewal of Proportional Takeover
Provisions in the Constitution
7
Emaar Development PJSC
Meeting Date: 10/17/2018 Country: United Arab Emirates
Meeting Type: Special Ticker: EMAARDEV
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Special Dividends of AED 0.26 Per Share
For For
Impala Platinum Holdings Ltd.
Meeting Date: 10/17/2018 Country: South Africa
Meeting Type: Annual Ticker: IMP
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Reappoint PricewaterhouseCoopers Inc as
Auditors of the Company
For For
For For Elect Dawn Earp as Director 2.1
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Impala Platinum Holdings Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Udo Lucht as Director 2.2
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect Mpho Nkeli as Director 2.3
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Elect Preston Speckmann as Director 2.4
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect Bernard Swanepoel as Director 2.5
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Elect Dawn Earp as Member of the Audit
Committee
3.1
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
For For Re-elect Peter Davey as Member of the Audit Committee
3.2
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
For For Re-elect Babalwa Ngonyama as Member of the Audit Committee
3.3
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
For For Elect Preston Speckmann as Member of the
Audit Committee
3.4
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
For For Approve Remuneration Policy 4
For For Approve Remuneration Implementation Report 5
Blended Rationale: A vote AGAINST this item is warranted: * The variable pay decisions appear to be overly generous in the context of recent performance.
For For Approve Long-Term Incentive Plan 1
Blended Rationale: A vote FOR this item is warranted, although it is not without concern for shareholders: * The new LTIP incorporates an element which is not subject to performance conditions. The main reasons for support are: * The share usage limit for long-term incentives is now in line with recommended limits; * Other structural improvements are introduced alongside, such as a minimum shareholding requirement and a deferred bonus element.
For For Authorise Issue of Shares in Connection with
the Long-Term Incentive Plan
2
Blended Rationale: A vote FOR this item is warranted, although it is not without concern for shareholders: * The new LTIP incorporates an element which is not subject to performance conditions. The main reasons for support are: * The share usage limit for long-term incentives is now in line with recommended limits; * Other structural improvements are introduced alongside, such as a minimum shareholding requirement and a deferred bonus element.
For For Approve Financial Assistance to Related or
Inter-related Company
3
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Impala Platinum Holdings Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Remuneration of Non-executive
Directors
4
For For Authorise Repurchase of Issued Share Capital 5
Intertrust NV
Meeting Date: 10/17/2018 Country: Netherlands
Meeting Type: Special Ticker: INTER
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Elect J. Turkesteen to Management Board For For
Ansell Ltd.
Meeting Date: 10/18/2018 Country: Australia
Meeting Type: Annual Ticker: ANN
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2a Elect John Bevan as Director For For
For For Elect Marissa Peterson as Director 2b
For For Approve the On-Market Share Buy-Back 3
For For Approve Grant of Performance Rights to Magnus
Nicolin
4
For For Approve the Remuneration Report 5
Estacio Participacoes SA
Meeting Date: 10/18/2018 Country: Brazil
Meeting Type: Special Ticker: ESTC3
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Estacio Participacoes SA
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Restricted Stock Plan For Against
Voter Rationale: Plan is not suitably long-term orientated as awards that vest after 1 year, only have a 1 year lock up period.
Blended Rationale: Plan is not suitably long-term orientated as awards that vest after 1 year, only have a 1 year lock up period.
Renishaw Plc
Meeting Date: 10/18/2018 Country: United Kingdom
Meeting Type: Annual Ticker: RSW
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
For For Re-elect Sir David McMurtry as Director 4
Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect John Deer as Director 5
Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Will Lee as Director 6
Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Renishaw Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Allen Roberts as Director 7
Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Geoff McFarland as Director 8
Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Carol Chesney as Director 9
Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Sir David Grant as Director 10
Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect John Jeans as Director 11
Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Elect Catherine Glickman as Director 12
Blended Rationale: Items 4 and 5 A vote AGAINST the re-election of Sir David McMurtry and John Deer is warranted because: * Both Sir David McMurtry (Item 4) and John Deer (Item 5), who are controlling shareholders, have refused to enter into a relationship agreement containing certain independence provisions, as required under the UK Listing Rules. These agreements are intended to provide a degree of additional protection for minority shareholders, and therefore the refusal of the controlling shareholders to comply remains a matter of concern. Items 6-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Reappoint Ernst & Young LLP as Auditors 13
For For Authorise the Audit Committee to Fix
Remuneration of Auditors
14
For For Authorise Market Purchase of Ordinary Shares 15
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
S.N.G.N. Romgaz S.A
Meeting Date: 10/18/2018 Country: Romania
Meeting Type: Special Ticker: SNG
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Increase in Capital of Depogaz Ploiesti SRL via Contribution in Kind
For For
Blended Rationale: As the proposals are in the ordinary course of the company's business, votes FOR are warranted.
For For Approve Issuance of 1,605,616 of Depogaz Ploiesti SRL
2
Blended Rationale: As the proposals are in the ordinary course of the company's business, votes FOR are warranted.
For For Approve Accounting Treatment of Remainder of
Asset Valuation from Issuance Above
3
Blended Rationale: As the proposals are in the ordinary course of the company's business, votes FOR are warranted.
For For Amend Article 3.1 of Bylaws of Depogaz Ploiesti
SRL
4
Blended Rationale: As the proposals are in the ordinary course of the company's business, votes FOR are warranted.
For For Empower CEO to Sign Amended Bylaws of Depogaz Ploiesti SRL
5
Blended Rationale: As the proposals are in the ordinary course of the company's business, votes FOR are warranted.
For For Authorize Filing of Required Documents/Other Formalities
6
SKY Network Television Ltd.
Meeting Date: 10/18/2018 Country: New Zealand
Meeting Type: Annual Ticker: SKT
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve PricewaterhouseCoopers as Auditors
and Authorize Board to Fix Their Remuneration
For For
For For Elect Derek Handley as Director 2
For For Elect Geraldine McBride as Director 3
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Triple Point Social Housing Reit Plc
Meeting Date: 10/18/2018 Country: United Kingdom
Meeting Type: Special Ticker: SOHO
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Authorise Issue of Equity in Connection with the Issue
For For
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of new ordinary shares under the Issue and Placing Programme is dilutive to non-participating shareholders; and * The Issue Price represents a marginal discount to the Company's unaffected price. The main reasons for support are: * The Issue Price represents a slight premium to the Company's latest NAV, while the price to which the shares under the Placing Programme will be issued at a premium to NAV; * The proposed fundraising includes an element of open offer which could minimise the impact of dilution to existing shareholders; and * The rationale of the Issue and of the Placing Programme has been clearly provided by the Company, noting that the proceeds are to be allocated to fund the acquisition pipeline of the Company.
For For Authorise Issue of Equity in Connection with the Placing Programme
2
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of new ordinary shares under the Issue and Placing Programme is dilutive to non-participating shareholders; and * The Issue Price represents a marginal discount to the Company's unaffected price. The main reasons for support are: * The Issue Price represents a slight premium to the Company's latest NAV, while the price to which the shares under the Placing Programme will be issued at a premium to NAV; * The proposed fundraising includes an element of open offer which could minimise the impact of dilution to existing shareholders; and * The rationale of the Issue and of the Placing Programme has been clearly provided by the Company, noting that the proceeds are to be allocated to fund the acquisition pipeline of the Company.
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with the Issue
3
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of new ordinary shares under the Issue and Placing Programme is dilutive to non-participating shareholders; and * The Issue Price represents a marginal discount to the Company's unaffected price. The main reasons for support are: * The Issue Price represents a slight premium to the Company's latest NAV, while the price to which the shares under the Placing Programme will be issued at a premium to NAV; * The proposed fundraising includes an element of open offer which could minimise the impact of dilution to existing shareholders; and * The rationale of the Issue and of the Placing Programme has been clearly provided by the Company, noting that the proceeds are to be allocated to fund the acquisition pipeline of the Company.
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with the Placing
Programme
4
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of new ordinary shares under the Issue and Placing Programme is dilutive to non-participating shareholders; and * The Issue Price represents a marginal discount to the Company's unaffected price. The main reasons for support are: * The Issue Price represents a slight premium to the Company's latest NAV, while the price to which the shares under the Placing Programme will be issued at a premium to NAV; * The proposed fundraising includes an element of open offer which could minimise the impact of dilution to existing shareholders; and * The rationale of the Issue and of the Placing Programme has been clearly provided by the Company, noting that the proceeds are to be allocated to fund the acquisition pipeline of the Company.
For For Authorise Issue of Equity with Pre-emptive Rights
5
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Triple Point Social Housing Reit Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Issue of Equity without Pre-emptive
Rights
6
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
7
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Air China Ltd.
Meeting Date: 10/19/2018 Country: China
Meeting Type: Special Ticker: 753
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Disposal Agreement and Related Transactions
For For
Blended Rationale: Referred to Schroders for consideration.
For For Amend Articles of Association 2
Ashmore Group Plc
Meeting Date: 10/19/2018 Country: United Kingdom
Meeting Type: Annual Ticker: ASHM
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Final Dividend 2
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Ashmore Group Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Mark Coombs as Director 3
Blended Rationale: Items 3, 4, 6 and 7 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 5: Re-elect Clive Adamson as a Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * He is the current Chair of the Remuneration Committee and significant longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * He was Chair of the Committee only for part of the year, and he will step down from this role at the upcoming AGM, although he will remain a member of the Remuneration Committee. Item 8: Re-elect Anne Pringle as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * She is a longstanding member of the Remuneration Committee and she will become the Chair following the AGM. Material longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * Although she has been a member of the Remuneration Committee for a number of years, she will only become the Chair from the 2018 AGM.
For For Re-elect Tom Shippey as Director 4
Blended Rationale: Items 3, 4, 6 and 7 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 5: Re-elect Clive Adamson as a Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * He is the current Chair of the Remuneration Committee and significant longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * He was Chair of the Committee only for part of the year, and he will step down from this role at the upcoming AGM, although he will remain a member of the Remuneration Committee. Item 8: Re-elect Anne Pringle as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * She is a longstanding member of the Remuneration Committee and she will become the Chair following the AGM. Material longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * Although she has been a member of the Remuneration Committee for a number of years, she will only become the Chair from the 2018 AGM.
For For Re-elect Clive Adamson as Director 5
Blended Rationale: Items 3, 4, 6 and 7 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 5: Re-elect Clive Adamson as a Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * He is the current Chair of the Remuneration Committee and significant longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * He was Chair of the Committee only for part of the year, and he will step down from this role at the upcoming AGM, although he will remain a member of the Remuneration Committee. Item 8: Re-elect Anne Pringle as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * She is a longstanding member of the Remuneration Committee and she will become the Chair following the AGM. Material longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * Although she has been a member of the Remuneration Committee for a number of years, she will only become the Chair from the 2018 AGM.
For For Re-elect David Bennett as Director 6
Blended Rationale: Items 3, 4, 6 and 7 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 5: Re-elect Clive Adamson as a Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * He is the current Chair of the Remuneration Committee and significant longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * He was Chair of the Committee only for part of the year, and he will step down from this role at the upcoming AGM, although he will remain a member of the Remuneration Committee. Item 8: Re-elect Anne Pringle as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * She is a longstanding member of the Remuneration Committee and she will become the Chair following the AGM. Material longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * Although she has been a member of the Remuneration Committee for a number of years, she will only become the Chair from the 2018 AGM.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Ashmore Group Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Jennifer Bingham as Director 7
Blended Rationale: Items 3, 4, 6 and 7 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 5: Re-elect Clive Adamson as a Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * He is the current Chair of the Remuneration Committee and significant longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * He was Chair of the Committee only for part of the year, and he will step down from this role at the upcoming AGM, although he will remain a member of the Remuneration Committee. Item 8: Re-elect Anne Pringle as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * She is a longstanding member of the Remuneration Committee and she will become the Chair following the AGM. Material longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * Although she has been a member of the Remuneration Committee for a number of years, she will only become the Chair from the 2018 AGM.
For For Re-elect Dame Anne Pringle as Director 8
Blended Rationale: Items 3, 4, 6 and 7 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 5: Re-elect Clive Adamson as a Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * He is the current Chair of the Remuneration Committee and significant longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * He was Chair of the Committee only for part of the year, and he will step down from this role at the upcoming AGM, although he will remain a member of the Remuneration Committee. Item 8: Re-elect Anne Pringle as Director A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * She is a longstanding member of the Remuneration Committee and she will become the Chair following the AGM. Material longstanding concerns have been identified with the Company's remuneration practices. The main reason for support is: * Although she has been a member of the Remuneration Committee for a number of years, she will only become the Chair from the 2018 AGM.
For For Approve Remuneration Report 9
Blended Rationale: A vote AGAINST this resolution is considered warranted: * The Company's disclosure on remuneration remains market lagging. This concern is exacerbated by the significant level of discretion retained by the Remuneration Committee in determining bonus awards.
For For Reappoint KPMG LLP as Auditors 10
For For Authorise the Audit and Risk Committee to Fix
Remuneration of Auditors
11
For For Authorise EU Political Donations and
Expenditure
12
For For Authorise Issue of Equity with Pre-emptive
Rights
13
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
14
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
15
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 16
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Ashmore Group Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Waiver on Tender-Bid Requirement 17
Blended Rationale: A vote AGAINST this resolution is warranted. Approval of the authority could result in the concert party gaining creeping control of the Company.
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
18
Dechra Pharmaceuticals PLC
Meeting Date: 10/19/2018 Country: United Kingdom
Meeting Type: Annual Ticker: DPH
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
For For Re-elect Tony Rice as Director 4
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Ian Page as Director 5
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Richard Cotton as Director 6
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Anthony Griffin as Director 7
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Julian Heslop as Director 8
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Ishbel Macpherson as Director 9
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Lawson Macartney as Director 10
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Reappoint PricewaterhouseCoopers LLP as Auditors
11
For For Authorise the Audit Committee to Fix Remuneration of Auditors
12
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Dechra Pharmaceuticals PLC Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Issue of Equity with Pre-emptive
Rights
13
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
14
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
15
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 16
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
17
For For Approve Save As You Earn Plan 18
EKF Diagnostics Holdings Plc
Meeting Date: 10/19/2018 Country: United Kingdom
Meeting Type: Special Ticker: EKF
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Proposed Distribution in Specie of the Company's Entire Shareholding in RenalytixAI
For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Royal Philips NV
Meeting Date: 10/19/2018 Country: Netherlands
Meeting Type: Special Ticker: PHIA
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect A. Marc Harrison to Supervisory Board For For
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Royal Philips NV Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Remuneration of Supervisory Board 2
UBI Banca SpA
Meeting Date: 10/19/2018 Country: Italy
Meeting Type: Special Ticker: UBI
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Adopt New Company Bylaws For For
For For Amend Regulations on General Meetings 1
Kerur Holdings Ltd.
Meeting Date: 10/21/2018 Country: Israel
Meeting Type: Special Ticker: KRUR
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Service Agreement for the Provision of
CEO Services of Jafora-Tabori Ltd. Subsidiary
For For
For For Approve Service Agreement for the Provision of Chairman Services of Jafora-Tabori Ltd. Subsidiary
2
Blended Rationale: A vote FOR these items is warranted, as the renewed service agreement does not raise any apparent concern.
For For Approve Service Agreement for the Provision of
Chairman Services of "Jafora" Subsidiary
3
Blended Rationale: A vote FOR these items is warranted, as the renewed service agreement does not raise any apparent concern.
For For Amend Articles of Association Re: Insurance and
Indemnification
4
For For Amend Articles Re: Voting and Registration
Requirements
5
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Kerur Holdings Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
A
Voter Rationale: Administrative
Blended Rationale: Administrative
Against None If you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B1
Voter Rationale: Administrative
Blended Rationale: Administrative
Against None If you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2
Voter Rationale: Administrative
Blended Rationale: Administrative
For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR.
Otherwise, vote against.
B3
Voter Rationale: Administrative
Blended Rationale: Administrative
Against None If you do not fall under any of the categories mentioned under items B1 through B3, vote FOR. Otherwise, vote against.
B4
Voter Rationale: Administrative
Blended Rationale: Administrative
Cree, Inc.
Meeting Date: 10/22/2018 Country: USA
Meeting Type: Annual Ticker: CREE
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Director John C. Hodge For For
For For Elect Director Clyde R. Hosein 1.2
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Cree, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Darren R. Jackson 1.3
For For Elect Director Duy-Loan T. Le 1.4
For For Elect Director Gregg A. Lowe 1.5
For For Elect Director John B. Replogle 1.6
For For Elect Director Thomas H. Werner 1.7
For For Elect Director Anne C. Whitaker 1.8
For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Blended Rationale: The minimum vesting period is less than three years.
Flight Centre Travel Group Ltd.
Meeting Date: 10/22/2018 Country: Australia
Meeting Type: Annual Ticker: FLT
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Colette Garnsey as Director For For
For For Elect Robert Baker as Director 2
Against For Approve Remuneration Report 3
Voter Rationale: The minimum vesting period is less than three years.Also, LTI targets are based on continuous employment is essentially a retention plan with no financial performance hurdles
Blended Rationale: The minimum vesting period is less than three years.Also, LTI targets are based on continuous employment is essentially a retention plan with no financial performance hurdles
For For Approve the Increase in Director's
Remuneration Fee Pool
4
Polskie Gornictwo Naftowe i Gazownictwo SA
Meeting Date: 10/22/2018 Country: Poland
Meeting Type: Special Ticker: PGN
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Polskie Gornictwo Naftowe i Gazownictwo SA
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Elect Meeting Chairman For For
Blended Rationale: Votes FOR Items 2 and 5 are warranted because these are routine meeting formalities.Items 1, 3, and 4are non-voting.
For For Approve Agenda of Meeting 5
Blended Rationale: Votes FOR Items 2 and 5 are warranted because these are routine meeting formalities.Items 1, 3, and 4are non-voting.
For For Amend Statute 6
PT Sawit Sumbermas Sarana Tbk
Meeting Date: 10/22/2018 Country: Indonesia
Meeting Type: Special Ticker: SSMS
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Changes in Board of Company For Against
Voter Rationale: Lack of information on proposed changes
Blended Rationale: Lack of information on proposed changes
The TJX Cos., Inc.
Meeting Date: 10/22/2018 Country: USA
Meeting Type: Special Ticker: TJX
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Increase Authorized Common Stock For For
Bank Hapoalim BM
Meeting Date: 10/23/2018 Country: Israel
Meeting Type: Special Ticker: POLI
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Bank Hapoalim BM
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Richard Kaplan as Director For For
Against None Vote FOR if you are a controlling shareholder or have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation
to your account manager
A
Voter Rationale: Administrative
Blended Rationale: Administrative
Against None If you are an Interest Holder as defined in Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B1
Voter Rationale: Administrative
Blended Rationale: Administrative
Against None If you are a Senior Officer as defined in Section 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against.
B2
Voter Rationale: Administrative
Blended Rationale: Administrative
For None If you are an Institutional Investor as defined in Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR.
Otherwise, vote against.
B3
Voter Rationale: Administrative
Blended Rationale: Administrative
Beadell Resources Ltd.
Meeting Date: 10/23/2018 Country: Australia
Meeting Type: Special Ticker: BDR
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Ratify Past Issuance of Shares to Professional
and Sophisticated Investors
For For
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Brambles Ltd.
Meeting Date: 10/23/2018 Country: Australia
Meeting Type: Annual Ticker: BXB
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Approve the Remuneration Report For For
For For Elect Elizabeth Fagan as Director 3
For For Elect Scott Redvers Perkins as Director 4
For For Approve Participation of Graham Chipchase in the Performance Share Plan
5
For For Approve Participation of Nessa O'Sullivan in the Performance Share Plan
6
China Petroleum & Chemical Corp.
Meeting Date: 10/23/2018 Country: China
Meeting Type: Special Ticker: 386
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Yu Baocai as Director For For
For For Approve Renewal of Continuing Connected Transactions for the Three Years Ending 31 December 2021, the Continuing Connected Transactions Fifth Supplemental Agreement and Related Transactions
2
dormakaba Holding AG
Meeting Date: 10/23/2018 Country: Switzerland
Meeting Type: Annual Ticker: DOKA
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Accept Financial Statements and Statutory Reports
For For
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
dormakaba Holding AG Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Approve Remuneration Report 1.2
Voter Rationale: Determination of equity grants are based on discretionary conditions.
Blended Rationale: Determination of equity grants are based on discretionary conditions.
For For Approve Allocation of Income and Dividends of CHF 15 per Share from Capital Contribution Reserves
2
For For Approve Discharge of Board and Senior
Management
3
For For Elect Riet Cadonau as Director and Board
Chairman
4.1
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
For For Elect Jens Birgersson as Director 4.2
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
Against For Reelect Rolf Doerig as Director 4.3
Voter Rationale: Lack of independence on the board.
Blended Rationale: Lack of independence on the board.
For For Reelect Stephanie Brecht-Bergen as Director 4.4
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
dormakaba Holding AG Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Reelect Daniel Daeniker as Director 4.5
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
Against For Reelect Karina Dubs-Kuenzle as Director 4.6
Voter Rationale: Lack of independence on the board.
Blended Rationale: Lack of independence on the board.
For For Reelect Hans Gummert as Director 4.7
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
For For Reelect John Heppner as Director 4.8
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
For For Reelect Hans Hess as Director 4.9
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
dormakaba Holding AG Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Reelect Christine Mankel-Madaus as Director 4.10
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
Against For Reappoint Rolf Doering as Member of the
Compensation Committee
5.1
Voter Rationale: We have not supported Rolf's election to the board due to a lack of independence.
Blended Rationale: We have not supported Rolf's election to the board due to a lack of independence.
For For Reappoint Hans Gummert as Member of the
Compensation Committee
5.2
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
For For Reappoint Hans Hess as Member of the
Compensation Committee
5.3
Blended Rationale: Board of directors elections (Items 4.1-4.10)Votes AGAINST the non-independent nominees other than the CEO, Stephanie Brecht-Bergen, Daniel Daeniker, Rolf Doerig, Karina Dubs-Kuenzle, and Christine Mankel-Madaus, are warranted because of the failure to establish a majority-independent board. A vote AGAINST the election of CEO Riet Cadonau as chairman is warranted because the company does not unequivocally limit the dual mandate to a maximum of two years. Because the company proposes his election to the board and as its chairman as a single resolution, Item 4.1 does overall not warrant support.Some shareholders may nevertheless wish to support the proposal based on the disclosed rationale and control mechanisms.Votes FOR the independent nominees Hans Hess, Jens Birgersson, Hans Gummert, and John Heppner are warranted.Compensation Committee elections (Items 5.1-5.3)A vote AGAINST the non-independent nominee Rolf Doerig is warranted because his election to the board does not merit support.Votes FOR the independent nominees are warranted due to a lack of concerns.
For For Ratify PricewaterhouseCoopers AG as Auditors 6
For For Designate Andreas Keller as Independent Proxy 7
For For Approve Remuneration of Directors in the
Amount of CHF 2.2 Million
8.1
For For Approve Remuneration of Executive Committee
in the Amount of CHF 18 Million
8.2
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
dormakaba Holding AG Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Transact Other Business (Voting) 9
Voter Rationale: Other business not disclosed.
Blended Rationale: Other business not disclosed.
McBride Plc
Meeting Date: 10/23/2018 Country: United Kingdom
Meeting Type: Annual Ticker: MCB
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Re-elect John Coleman as Director 3
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Rik De Vos as Director 4
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Chris Smith as Director 5
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Steve Hannam as Director 6
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Neil Harrington as Director 7
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Re-elect Sandra Turner as Director 8
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
For For Reappoint PricewaterhouseCoopers LLP as
Auditors
9
For For Authorise Board to Fix Remuneration of Auditors 10
For For Authorise EU Political Donations and
Expenditure
11
For For Authorise Issue of Equity with Pre-emptive
Rights
12
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
McBride Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Issue of B Shares as a Method of
Making Payments to Shareholders
13
For For Authorise Issue of Equity without Pre-emptive
Rights
14
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 15
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
16
McMillan Shakespeare Ltd.
Meeting Date: 10/23/2018 Country: Australia
Meeting Type: Annual Ticker: MMS
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve Remuneration Report For Against
Blended Rationale: The minimum vesting period is less than three years.
For For Elect John Bennetts as Director 3
For For Elect Ian Elliot as Director 4
For For Elect Helen Kurincic as Director 5
For For Approve Issuance of Performance Rights and
Performance Options to Mike Salisbury
6
Dexus
Meeting Date: 10/24/2018 Country: Australia
Meeting Type: Annual Ticker: DXS
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve the Remuneration Report For For
For For Approve Grant of Performance Rights to Darren Steinberg
2
For For Elect Richard Sheppard as Director 3.1
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Dexus Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Penny Bingham-Hall as Director 3.2
For For Elect Tonianne Dwyer as Director 3.3
For For Approve Amendments to the Constitution 4
Korea Gas Corp.
Meeting Date: 10/24/2018 Country: South Korea
Meeting Type: Special Ticker: 036460
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.2 Elect Bae Young-il as Outside Director For For
Blended Rationale: Votes FOR Items 1.2 (Bae Young-il) and 1.3 (Seong Hak-yong), and votes AGAINST Items 1.1 (Kim Ui-hyeon) and 1.4 (Lee Byeong-hwa) are warranted because: * Bae and Seong are expected to inject industrial expertise to the board as the both nominees worked as senior executives at companies in the energy sector; * Kim and Lee have worked as government officials and may compromise independence of the board and expose shareholders to unnecessary risks.
For For Elect Seong Hak-yong as Outside Director 1.3
Blended Rationale: Votes FOR Items 1.2 (Bae Young-il) and 1.3 (Seong Hak-yong), and votes AGAINST Items 1.1 (Kim Ui-hyeon) and 1.4 (Lee Byeong-hwa) are warranted because: * Bae and Seong are expected to inject industrial expertise to the board as the both nominees worked as senior executives at companies in the energy sector; * Kim and Lee have worked as government officials and may compromise independence of the board and expose shareholders to unnecessary risks.
For For Elect Heo Nam-il a Member of Audit Committee 2
Motor Oil (Hellas) Corinth Refineries SA
Meeting Date: 10/24/2018 Country: Greece
Meeting Type: Special Ticker: MOH
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Related Party Transactions with Zencharm Holdings Limited on Operation and Management of Tallon Commodities Limited
For Against
Voter Rationale: Lack of disclosure around rationale and benefits for shareholders.
Blended Rationale: Lack of disclosure around rationale and benefits for shareholders.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Motor Oil (Hellas) Corinth Refineries SA Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Approve Related Party Transactions with Zencharm Holdings Limited on Operation and Management of Tallon PTE LTD
2
Voter Rationale: Lack of disclosure around rationale and benefits for shareholders.
Blended Rationale: Lack of disclosure around rationale and benefits for shareholders.
Against For Amend Corporate Purpose 3
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
Northern Funds
Meeting Date: 10/24/2018 Country: USA
Meeting Type: Special Ticker: N/A
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Therese M. Bobek For For
For For Elect Director Mark G. Doll 1.2
For For Elect Director Sandra Polk Guthman 1.3
For For Elect Director Thomas A. Kloet 1.4
For For Elect Director David R. Martin 1.5
For For Elect Director Cynthia R. Plouche 1.6
For For Elect Director Mary Jacobs Skinner 1.7
For For Elect Director Darek Wojnar 1.8
Parker-Hannifin Corp.
Meeting Date: 10/24/2018 Country: USA
Meeting Type: Annual Ticker: PH
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Lee C. Banks For For
For For Elect Director Robert G. Bohn 1.2
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Parker-Hannifin Corp. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Linda S. Harty 1.3
For For Elect Director Kevin A. Lobo 1.4
For For Elect Director Candy M. Obourn 1.5
For For Elect Director Joseph Scaminace 1.6
For For Elect Director Ake Svensson 1.7
For For Elect Director James R. Verrier 1.8
For For Elect Director James L. Wainscott 1.9
For For Elect Director Thomas L. Williams 1.10
For For Ratify Deloitte & Touche LLP as Auditors 2
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
3
Blended Rationale: The minimum vesting period is less than three years.
For For Provide Proxy Access Right 4
For For Amend Code of Regulations 5
Photo-Me International Plc
Meeting Date: 10/24/2018 Country: United Kingdom
Meeting Type: Annual Ticker: PHTM
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
For For Appoint Grant Thornton UK LLP as Auditors 4
For For Authorise Board to Fix Remuneration of Auditors 5
For For Re-elect John Lewis as Director 6
Blended Rationale: ITEMS 6-7, 9-11 A vote FOR these Directors is warranted as no significant concerns have been identified. ITEM 8 A vote AGAINST the re-election of Francoise Coutaz-Replan is warranted: * Francoise Coutaz-Replan is classified by the Company and by ISS as a non-independent NED. She is a member of the Audit Committee which should be wholly independent in line with the provisions of the UK Corporate Governance Code.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Photo-Me International Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Serge Crasnianski as Director 7
Blended Rationale: ITEMS 6-7, 9-11 A vote FOR these Directors is warranted as no significant concerns have been identified. ITEM 8 A vote AGAINST the re-election of Francoise Coutaz-Replan is warranted: * Francoise Coutaz-Replan is classified by the Company and by ISS as a non-independent NED. She is a member of the Audit Committee which should be wholly independent in line with the provisions of the UK Corporate Governance Code.
For For Re-elect Francoise Coutaz-Replan as Director 8
Blended Rationale: ITEMS 6-7, 9-11 A vote FOR these Directors is warranted as no significant concerns have been identified. ITEM 8 A vote AGAINST the re-election of Francoise Coutaz-Replan is warranted: * Francoise Coutaz-Replan is classified by the Company and by ISS as a non-independent NED. She is a member of the Audit Committee which should be wholly independent in line with the provisions of the UK Corporate Governance Code.
For For Re-elect Jean-Marcel Denis as Director 9
Blended Rationale: ITEMS 6-7, 9-11 A vote FOR these Directors is warranted as no significant concerns have been identified. ITEM 8 A vote AGAINST the re-election of Francoise Coutaz-Replan is warranted: * Francoise Coutaz-Replan is classified by the Company and by ISS as a non-independent NED. She is a member of the Audit Committee which should be wholly independent in line with the provisions of the UK Corporate Governance Code.
For For Re-elect Yitzhak Apeloig as Director 10
Blended Rationale: ITEMS 6-7, 9-11 A vote FOR these Directors is warranted as no significant concerns have been identified. ITEM 8 A vote AGAINST the re-election of Francoise Coutaz-Replan is warranted: * Francoise Coutaz-Replan is classified by the Company and by ISS as a non-independent NED. She is a member of the Audit Committee which should be wholly independent in line with the provisions of the UK Corporate Governance Code.
For For Elect Eric Mergui as Director 11
Blended Rationale: ITEMS 6-7, 9-11 A vote FOR these Directors is warranted as no significant concerns have been identified. ITEM 8 A vote AGAINST the re-election of Francoise Coutaz-Replan is warranted: * Francoise Coutaz-Replan is classified by the Company and by ISS as a non-independent NED. She is a member of the Audit Committee which should be wholly independent in line with the provisions of the UK Corporate Governance Code.
For For Authorise Issue of Equity with Pre-emptive
Rights
12
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
13
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 14
Redde Plc
Meeting Date: 10/24/2018 Country: United Kingdom
Meeting Type: Annual Ticker: REDD
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Redde Plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Re-elect Mark McCafferty as Director 3
Blended Rationale: A vote FOR the re-election of Stephen Oakley (CFO), Mark McCafferty (NED), and John Davies (NED) is warranted because no significant concerns have been identified.
For For Re-elect John Davies as Director 4
Blended Rationale: A vote FOR the re-election of Stephen Oakley (CFO), Mark McCafferty (NED), and John Davies (NED) is warranted because no significant concerns have been identified.
For For Re-elect Stephen Oakley as Director 5
Blended Rationale: A vote FOR the re-election of Stephen Oakley (CFO), Mark McCafferty (NED), and John Davies (NED) is warranted because no significant concerns have been identified.
For For Reappoint KPMG LLP as Auditors 6
For For Authorise Board to Fix Remuneration of Auditors 7
For For Authorise Issue of Equity with Pre-emptive
Rights
8
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
9
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 10
St. Barbara Ltd.
Meeting Date: 10/24/2018 Country: Australia
Meeting Type: Annual Ticker: SBM
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Remuneration Report For For
For For Elect Kerry Gleeson as Director 2
For For Approve Issuance of Performance Rights to Robert (Bob) Vassie
3
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Stockland
Meeting Date: 10/24/2018 Country: Australia
Meeting Type: Annual/Special Ticker: SGP
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2 Elect Melinda Conrad as Director For For
For For Elect Christine O'Reilly as Director 3
For For Approve Remuneration Report 4
For For Approve Grant of Performance Rights to Mark Steinert
5
Super Retail Group Ltd.
Meeting Date: 10/24/2018 Country: Australia
Meeting Type: Annual Ticker: SUL
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve Remuneration Report For For
For For Elect Sally Anne Majella Pitkin as Director 3
For For Elect Peter Dobie Everingham as Director 4
For For Approve Issuance of Performance Rights to
Peter Alan Birtles
5
For For Approve Financial Assistance in Relation to the
Acquisition of Macpac Holdings Pty Ltd
6
Surge Energy, Inc.
Meeting Date: 10/24/2018 Country: Canada
Meeting Type: Special Ticker: SGY
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Issue Shares in Connection with Acquisition of Mount Bastion Oil & Gas Corp.
For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Truworths International Ltd.
Meeting Date: 10/24/2018 Country: South Africa
Meeting Type: Annual Ticker: TRU
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports for the Year Ended 1 July 2018
For For
For For Re-elect Michael Mark as Director 2.1
Blended Rationale: A vote FOR these items is warranted: * No voting issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect Anthony Taylor as Director 2.2
Blended Rationale: A vote FOR these items is warranted: * No voting issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect David Pfaff as Director 2.3
Blended Rationale: A vote FOR these items is warranted: * No voting issues have been identified in relation to the election or re-election of these Directors.
For For Elect Maya Makanjee as Director 2.4
Blended Rationale: A vote FOR these items is warranted: * No voting issues have been identified in relation to the election or re-election of these Directors.
For For Elect Hans Hawinkels as Director 2.5
Blended Rationale: A vote FOR these items is warranted: * No voting issues have been identified in relation to the election or re-election of these Directors.
For For Authorise Board to Issue Shares for Cash 3
For For Authorise Repurchase of Issued Share Capital 4
For For Reappoint Ernst & Young Inc as Auditors of the Company with Tina Rookledge as the Registered
Auditor and Authorise Their Remuneration
5
For For Approve Fees of the Non-executive Chairman 6.1
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Approve Fees of the Non-executive Directors 6.2
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Approve Fees of the Audit Committee Chairman 6.3
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Truworths International Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Fees of the Audit Committee Member 6.4
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Approve Fees of the Remuneration Committee
Chairman
6.5
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Approve Fees of the Remuneration Committee
Member
6.6
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Approve Fees of the Risk Committee Member
(Non-executive Only)
6.7
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Approve Fees of the Non-executive and
Nomination Committee Chairman
6.8
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Approve Fees of the Non-executive and
Nomination Committee Member
6.9
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Approve Fees of the Social and Ethics
Committee Chairman
6.10
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Approve Fees of the Social and Ethics
Committee Member (Non-executive Only)
6.11
Blended Rationale: A vote FOR this item is warranted: * The proposed fees appear to be in line with what comparable South African companies are offering to their NEDs. No major concerns are raised.
For For Re-elect Roddy Sparks as Member of the Audit
Committee
7.1
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are considered to be independent.
For For Re-elect Michael Thompson as Member of the
Audit Committee
7.2
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are considered to be independent.
For For Re-elect Rob Dow as Member of the Audit
Committee
7.3
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are considered to be independent.
For For Approve Remuneration Policy 8.1
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Truworths International Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Approve Remuneration Implementation Report 8.2
For For Approve Social and Ethics Committee Report 9
For For Re-elect Michael Thompson as Member of the
Social and Ethics Committee
10.1
Blended Rationale: A vote FOR these items is warranted: * The composition of the Committee is consistent with the requirements of South African company law.
For For Re-elect Thandi Ndlovu as Member of the Social
and Ethics Committee
10.2
Blended Rationale: A vote FOR these items is warranted: * The composition of the Committee is consistent with the requirements of South African company law.
For For Re-elect David Pfaff as Member of the Social
and Ethics Committee
10.3
Blended Rationale: A vote FOR these items is warranted: * The composition of the Committee is consistent with the requirements of South African company law.
For For Approve Financial Assistance to Related or
Inter-related Company
11
Bio-Techne Corp.
Meeting Date: 10/25/2018 Country: USA
Meeting Type: Annual Ticker: TECH
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Fix Number of Directors at Eight For For
For For Elect Director Robert V. Baumgartner 2a
For For Elect Director John L. Higgins 2b
For For Elect Director Joseph D. Keegan 2c
For For Elect Director Charles R. Kummeth 2d
For For Elect Director Roeland Nusse 2e
For For Elect Director Alpna Seth 2f
For For Elect Director Randolph C. Steer 2g
For For Elect Director Harold J. Wiens 2h
For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
For For Amend Omnibus Stock Plan 4
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Bio-Techne Corp. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Ratify KPMG, LLP as Auditors 5
CapitaLand Mall Trust
Meeting Date: 10/25/2018 Country: Singapore
Meeting Type: Special Ticker: C38U
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Acquisition of the Balance 70 Percent of Units in Infinity Mall Trust Which Holds Westgate
For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Freightways Ltd.
Meeting Date: 10/25/2018 Country: New Zealand
Meeting Type: Annual Ticker: FRE
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Abby Foote as Director For For
For For Elect Andrea Staines as Director 2
For For Elect Peter Kean as Director 3
For For Approve the Increase in Maximum Aggregate Remuneration of Non-Executive Directors
4
For For Authorize Board to Fix Remuneration of the Auditors
5
JB Hi-Fi Ltd.
Meeting Date: 10/25/2018 Country: Australia
Meeting Type: Annual Ticker: JBH
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
JB Hi-Fi Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve Remuneration Report For Against
Blended Rationale: The incentive plans allow re-testing of performance conditions.
For For Elect Richard Uechtritz as Director 3a
For For Elect Stephen Goddard as Director 3b
Jiangsu Expressway Co. Ltd.
Meeting Date: 10/25/2018 Country: China
Meeting Type: Special Ticker: 177
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles of Association For For
For For Elect Sun Xibin as Director and Approve the Signing of an Executive Director Service Contract with Him
2.01
For For Elect Liu Xiaoxing as Director and Approve the Signing of a Non-executive Director Service Contract with Him
3.01
Kakaku.com, Inc.
Meeting Date: 10/25/2018 Country: Japan
Meeting Type: Special Ticker: 2371
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Elect Director Niori, Shingo For For
Lewis Group Ltd.
Meeting Date: 10/25/2018 Country: South Africa
Meeting Type: Annual Ticker: LEW
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Lewis Group Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Re-elect Hilton Saven as Director For For
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect Alan Smart as Director 1.2
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Elect Duncan Westcott as Director 1.3
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect Johan Enslin as Director 1.4
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Elect Jacques Bestbier as Director 1.5
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect Hilton Saven as Member of the Audit
Committee
2.1
Blended Rationale: A vote FOR these Directors is warranted: * All of the members of the Audit Committee are independent.
For For Re-elect Alan Smart as Member of the Audit
Committee
2.2
Blended Rationale: A vote FOR these Directors is warranted: * All of the members of the Audit Committee are independent.
For For Elect Duncan Westcott as Member of the Audit Committee
2.3
Blended Rationale: A vote FOR these Directors is warranted: * All of the members of the Audit Committee are independent.
For For Reappoint PricewaterhouseCoopers Inc as Auditors of the Company and Appoint Thinus Hamman as the Designated Auditor
3
For For Approve Remuneration Policy 1
For For Approve Implementation Report 2
For For Approve Non-executive Directors' Fees 1
For For Authorise Continued Issuance of Notes Under the Company's Domestic Medium Term Notes Programme
2
For For Approve Financial Assistance in Terms of Sections 44 and 45 of the Companies Act
3
For For Authorise Repurchase of Issued Share Capital 4
For For Authorise Ratification of Approved Resolutions 4
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Rainbow Department Store Co., Ltd.
Meeting Date: 10/25/2018 Country: China
Meeting Type: Special Ticker: 002419
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Appointment of 2018 External Auditor and Internal Control Auditor
For For
For For Approve Provision of Guarantee and Issuance of Guarantee for Wholly-Owned Subsidiary
2
Sino Land Co. Ltd.
Meeting Date: 10/25/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 83
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
Against For Elect Ronald Joseph Arculli as Director 3.1
Blended Rationale: A vote AGAINST the election of Ronald Joseph Arculli is warranted given the board is not one-third independent, and he is a non-independent director nominee.
For For Elect Allan Zeman as Director 3.2
For For Elect Steven Ong Kay Eng as Director 3.3
For For Elect Wong Cho Bau as Director 3.4
For For Authorize Board to Fix Remuneration of
Directors
3.5
For For Approve Deloitte Touche Tohmatsu as Auditor
and Authorize Board to Fix Their Remuneration
4
For For Authorize Repurchase of Issued Share Capital 5.1
Against For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5.2
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent.- The company has not specified the discount limit.
Against For Authorize Reissuance of Repurchased Shares 5.3
Blended Rationale: A vote AGAINST these resolutions is warranted for the following:- The aggregate share issuance limit is greater than 10 percent.- The company has not specified the discount limit.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
South32 Ltd.
Meeting Date: 10/25/2018 Country: Australia
Meeting Type: Annual Ticker: S32
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
2a Elect David Crawford as Director For For
For For Elect Xolani Mkhwanazi as Director 2b
For For Approve Remuneration Report 3
For For Approve Grant of Awards to Graham Kerr 4
For For Approve Leaving Entitlements 5
SPDR Bloomberg Barclays Emerging Markets Local Bond UCITS ETF
Meeting Date: 10/25/2018 Country: Ireland
Meeting Type: Annual Ticker: SYBM
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Ratify PricewaterhouseCoopers as Auditors 2
For For Authorise Board to Fix Remuneration of Auditors 3
For For Review the Company's Affairs 4
Against For Transact Other Business 5
Voter Rationale: Other business not disclosed.
Blended Rationale: Other business not disclosed.
SPDR MSCI World Small Cap UCITS ETF
Meeting Date: 10/25/2018 Country: Ireland
Meeting Type: Annual Ticker: ZPRS
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
SPDR MSCI World Small Cap UCITS ETF
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Ratify PricewaterhouseCoopers as Auditors 2
For For Authorise Board to Fix Remuneration of Auditors 3
For For Review the Company's Affairs 4
Against For Transact Other Business 5
Voter Rationale: Other business not disclosed.
Blended Rationale: Other business not disclosed.
SPDR S&P 400 US Mid Cap UCITS ETF
Meeting Date: 10/25/2018 Country: Ireland
Meeting Type: Annual Ticker: SPY4
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Ratify PricewaterhouseCoopers as Auditors 2
For For Authorise Board to Fix Remuneration of Auditors 3
For For Review the Company's Affairs 4
Against For Transact Other Business 5
Voter Rationale: Other business not disclosed.
Blended Rationale: Other business not disclosed.
Ssangyong Motor Co., Ltd.
Meeting Date: 10/25/2018 Country: South Korea
Meeting Type: Special Ticker: 003620
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Ssangyong Motor Co., Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Issuance of New Shares below Par
Value
For For
Whitehaven Coal Ltd.
Meeting Date: 10/25/2018 Country: Australia
Meeting Type: Annual Ticker: WHC
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Remuneration Report For For
For For Approve Grant of Rights to Paul Flynn 2
For For Elect Fiona Robertson as Director 3
For For Elect Julie Beeby as Director 4
For For Elect Raymond Zage as Director 5
For For Approve Re-insertion of Partial Takeover Provisions in the Constitution
6
Against Against Approve the Amendments to the Constitution 7
Voter Rationale: Wording of the proposal is too broad and shareholders are already able to express opinions and request information through engagement with the Company. If this information is not provided or seen as adequate, shareholders can vote against individual directors.
Blended Rationale: Wording of the proposal is too broad and shareholders are already able to express opinions and request information through engagement with the Company. If this information is not provided or seen as adequate, shareholders can vote against individual directors.
For Against Approve Disclosure of Climate Risk 8
Voter Rationale: The company is being asked to report on its exposure to climate change-related risks, along the TCFD guidelines. While the company appears to have taken an assessment of the future of coal along the IEA's 'new policies' scenario, and is positioning itself as a cleaner coal provider, we believe its current reporting focuses on the opportunities and does not provide enough detail on the risks of its key customers adapting to a different energy mix. For example, it does not appear to comment on a two degree scenario unlike seveeral of its peers. Furthermore it has not reported to the CDP.
Blended Rationale: The company is being asked to report on its exposure to climate change-related risks, along the TCFD guidelines. While the company appears to have taken an assessment of the future of coal along the IEA's 'new policies' scenario, and is positioning itself as a cleaner coal provider, we believe its current reporting focuses on the opportunities and does not provide enough detail on the risks of its key customers adapting to a different energy mix. For example, it does not appear to comment on a two degree scenario unlike seveeral of its peers. Furthermore it has not reported to the CDP.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Whitehaven Coal Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against Against Approve Strategy Alignment 9
Voter Rationale: The company is being asked to align its strategy to a 2 degree goal. While we are supportive of a transition to a two degree world, we believe the company needs to demonstrate the responsiveness and adaptability needed to align its strategy to such a scenario over time. To commit to this now would have little meaning.
Blended Rationale: The company is being asked to align its strategy to a 2 degree goal. While we are supportive of a transition to a two degree world, we believe the company needs to demonstrate the responsiveness and adaptability needed to align its strategy to such a scenario over time. To commit to this now would have little meaning.
carsales.com Ltd.
Meeting Date: 10/26/2018 Country: Australia
Meeting Type: Annual Ticker: CAR
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Approve Remuneration Report For For
For For Elect Patrick O'Sullivan as Director 3
For For Elect Kee Wong as Director 4
For For Approve Grant of Deferred Short Term Incentive
Performance Rights to Cameron McIntyre
5a
For For Approve Grant of Deferred Long Term Incentive Options and Performance Rights to Cameron McIntyre
5b
China Telecom Corp. Ltd.
Meeting Date: 10/26/2018 Country: China
Meeting Type: Special Ticker: 728
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Engineering Framework Agreement, Renewed Annual Caps and Related Transactions
For For
For For Approve Ancillary Telecommunications Services Framework Agreement, Renewed Annual Caps
and Related Transactions
2
For For Elect Zhu Min as Director and Authorize Board to Fix Her Remuneration
3
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
China Telecom Corp. Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Yeung Chi Wai, Jason as Director and
Authorize Board to Fix His Remuneration
4
For For Elect Xu Shiguang as Supervisor and Authorize
Supervisory Committee to Fix His Remuneration
5
For For Approve Adoption of Share Appreciation Rights
Scheme
6
Blended Rationale: Referred to Schroders for internal consideration.
Ci:z Holdings Co., Ltd.
Meeting Date: 10/26/2018 Country: Japan
Meeting Type: Annual Ticker: 4924
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final
Dividend of JPY 57
For For
Harris Corp.
Meeting Date: 10/26/2018 Country: USA
Meeting Type: Annual Ticker: HRS
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1a Elect Director James F. Albaugh For For
For For Elect Director Sallie B. Bailey 1b
For For Elect Director William M. Brown 1c
For For Elect Director Peter W. Chiarelli 1d
For For Elect Director Thomas A. Dattilo 1e
For For Elect Director Roger B. Fradin 1f
For For Elect Director Lewis Hay, III 1g
For For Elect Director Vyomesh I. Joshi 1h
For For Elect Director Leslie F. Kenne 1i
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Harris Corp. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Gregory T. Swienton 1j
For For Elect Director Hansel E. Tookes, II 1k
Against For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Blended Rationale: The minimum vesting period is less than three years.
For For Ratify Ernst & Young LLP as Auditors 3
K3 Capital Group Plc
Meeting Date: 10/26/2018 Country: United Kingdom
Meeting Type: Annual Ticker: K3C
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Re-elect Ian Mattioli as Director 3
Blended Rationale: Item 3 An ABSTENTION on the re-election of Ian Mattioli is warranted because: * Apart from his role as Boar Chair of the Company, he also serves various roles at two other listed companies, which could compromise his ability to commit sufficient time to his role in the Company. In addition, in line with his role as Chairman, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from market practice has been identified: * The Board does not comprise at least two independent NEDs, excluding the Board Chair. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Item 4 A vote FOR Stuart Lees' re-election is warranted because no significant concerns have been identified.
For For Re-elect Stuart Lees as Director 4
Blended Rationale: Item 3 An ABSTENTION on the re-election of Ian Mattioli is warranted because: * Apart from his role as Boar Chair of the Company, he also serves various roles at two other listed companies, which could compromise his ability to commit sufficient time to his role in the Company. In addition, in line with his role as Chairman, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from market practice has been identified: * The Board does not comprise at least two independent NEDs, excluding the Board Chair. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Item 4 A vote FOR Stuart Lees' re-election is warranted because no significant concerns have been identified.
For For Approve Remuneration Report 5
For For Reappoint BDO LLP as Auditors 6
For For Authorise Board to Fix Remuneration of Auditors 7
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
K3 Capital Group Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Authorise Issue of Equity with Pre-emptive
Rights
8
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
9
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Qantas Airways Ltd.
Meeting Date: 10/26/2018 Country: Australia
Meeting Type: Annual Ticker: QAN
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2.1 Elect Belinda Hutchinson as Director For For
For For Elect Antony Tyler as Director 2.2
For For Elect Maxine Brenner as Director 2.3
For For Elect Jacqueline Hey as Director 2.4
For For Elect Michael L'Estrange as Director 2.5
For For Approve Participation of Alan Joyce in the Long Term Incentive Plan
3
For For Approve the Remuneration Report 4
Against Against Approve the Amendments to the Company's Constitution
5.1
Blended Rationale: Referred to Schroders for internal consideration.
Against Against Approve Human Rights Due Diligence 5.2
Blended Rationale: Referred to Schroders for internal consideration.
SINOPEC Engineering (Group) Co., Ltd.
Meeting Date: 10/26/2018 Country: China
Meeting Type: Special Ticker: 2386
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
SINOPEC Engineering (Group) Co., Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Services Framework Agreement, Proposed Annual Caps and Related Transactions
For Against
Voter Rationale: The proposed related-party transaction is a financial service agreement with the group finance company, which may expose the company to unnecessary risks.
Blended Rationale: The proposed related-party transaction is a financial service agreement with the group finance company, which may expose the company to unnecessary risks.
For For Approve Engineering and Construction Services Framework Agreement, Proposed Annual Caps and Related Transactions
2
For For Elect Yu Baocai as Director 3
For For Elect Lu Dong as Director 4
For For Elect Xiang Wenwu as Director 5
For For Elect Wu Wenxin as Director 6
Against For Elect Hui Chiu Chung, Stephen as Director 7
Voter Rationale: Sits on more than 5 other company boards
Blended Rationale: Sits on more than 5 other company boards
For For Elect Jin Yong as Director 8
For For Elect Ye Zheng as Director 9
For For Elect Zhu Fei as Supervisor 10
For For Elect Wang Guoliang as Supervisor 11
For For Elect Ye Wenbang as Supervisor 12
For For Elect Wu Jibo as Supervisor 13
For For Amend Articles of Association and Related
Transactions
14
Mediobanca SpA
Meeting Date: 10/27/2018 Country: Italy
Meeting Type: Annual Ticker: MB
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Financial Statements, Statutory Reports, and Allocation of Income
For For
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Mediobanca SpA Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Maximo Ibarra and Vittorio
Pignatti-Morano Campori as Directors (Bundled)
2
For For Approve Remuneration Policy 3.a
For For Approve Fixed-Variable Compensation Ratio 3.b
For For Approve Severance Payments Policy 3.c
For For Authorize Share Repurchase Program and
Reissuance of Repurchased Shares
4
Against None Deliberations on Possible Legal Action Against
Directors if Presented by Shareholders
A
Voter Rationale: Lack of disclosure.
Blended Rationale: Lack of disclosure.
ITM Power Plc
Meeting Date: 10/29/2018 Country: United Kingdom
Meeting Type: Annual Ticker: ITM
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Elect Andrew Allen as Director 2
Blended Rationale: Item 2 An ABSTENTION on the re-election of Andy Allen is warranted because: * He is an Executive Director and is currently a member of the Audit Committee, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Items 3-5 A vote FOR the re-election of Dr Graham Cooley, Bob Pendlebury and Lord Roger Freeman is warranted because no significant concerns have been identified. Item 6 An ABSTENTION on the re-election of Roger Putnam is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the compositions of these Committees do not adhere to UK best practice recommendations for a company of this size. A vote AGAINST this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
For For Re-elect Dr Graham Cooley as Director 3
Blended Rationale: Item 2 An ABSTENTION on the re-election of Andy Allen is warranted because: * He is an Executive Director and is currently a member of the Audit Committee, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Items 3-5 A vote FOR the re-election of Dr Graham Cooley, Bob Pendlebury and Lord Roger Freeman is warranted because no significant concerns have been identified. Item 6 An ABSTENTION on the re-election of Roger Putnam is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the compositions of these Committees do not adhere to UK best practice recommendations for a company of this size. A vote AGAINST this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
ITM Power Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Robert Pendlebury as Director 4
Blended Rationale: Item 2 An ABSTENTION on the re-election of Andy Allen is warranted because: * He is an Executive Director and is currently a member of the Audit Committee, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Items 3-5 A vote FOR the re-election of Dr Graham Cooley, Bob Pendlebury and Lord Roger Freeman is warranted because no significant concerns have been identified. Item 6 An ABSTENTION on the re-election of Roger Putnam is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the compositions of these Committees do not adhere to UK best practice recommendations for a company of this size. A vote AGAINST this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
For For Re-elect Lord Roger Freeman as Director 5
Blended Rationale: Item 2 An ABSTENTION on the re-election of Andy Allen is warranted because: * He is an Executive Director and is currently a member of the Audit Committee, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Items 3-5 A vote FOR the re-election of Dr Graham Cooley, Bob Pendlebury and Lord Roger Freeman is warranted because no significant concerns have been identified. Item 6 An ABSTENTION on the re-election of Roger Putnam is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the compositions of these Committees do not adhere to UK best practice recommendations for a company of this size. A vote AGAINST this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
For For Re-elect Roger Putnam as Director 6
Blended Rationale: Item 2 An ABSTENTION on the re-election of Andy Allen is warranted because: * He is an Executive Director and is currently a member of the Audit Committee, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option. Items 3-5 A vote FOR the re-election of Dr Graham Cooley, Bob Pendlebury and Lord Roger Freeman is warranted because no significant concerns have been identified. Item 6 An ABSTENTION on the re-election of Roger Putnam is warranted because: * Potential independence issues have been identified and he currently sits on the Audit and Remuneration Committees, and the compositions of these Committees do not adhere to UK best practice recommendations for a company of this size. A vote AGAINST this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
For For Reappoint Grant Thornton UK LLP as Auditors
and Authorise Their Remuneration
7
For For Authorise Issue of Equity with Pre-emptive
Rights
8
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
9
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Shoprite Holdings Ltd.
Meeting Date: 10/29/2018 Country: South Africa
Meeting Type: Annual Ticker: SHP
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Shoprite Holdings Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports for the Year Ended 1 July 2018
For For
For For Reappoint PricewaterhouseCoopers Inc. as Auditors of the Company with MC Hamman as the Individual Registered Auditor
2
For For Re-elect Johannes Basson as Director 3
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect JJ Fouche as Director 4
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect Dr Anna Mokgokong as Director 5
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect Joseph Rock as Director 6
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Elect Shirley Zinn as Director 7
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
For For Re-elect Johannes Basson as Chairperson of the
Audit and Risk Committee
8
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
For For Re-elect JJ Fouche as Member of the Audit and
Risk Committee
9
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
For For Re-elect Joseph Rock as Member of the Audit and Risk Committee
10
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
For For Place Authorised but Unissued Shares under Control of Directors
11
For For Authorise Board to Issue Shares for Cash 12
For For Authorise Ratification of Approved Resolutions 13
Against For Approve Remuneration Policy 14.1
Voter Rationale: Remuneration Committee has discretion to grant retention awards that are not performance-related
Blended Rationale: Remuneration Committee has discretion to grant retention awards that are not performance-related
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Shoprite Holdings Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Approve Implementation of the Remuneration
Policy
14.2
Voter Rationale: Former CFO Marius Bosman received a substantial increase in guaranteed pay in his final year and the Company has not provided any explanation. A one-off retention award to now former ED Etienne Nel was made during the year, which continues a trend of similar ad hoc payments over the last few years.
Blended Rationale: Former CFO Marius Bosman received a substantial increase in guaranteed pay in his final year and the Company has not provided any explanation. A one-off retention award to now former ED Etienne Nel was made during the year, which continues a trend of similar ad hoc payments over the last few years.
For For Approve Remuneration of Non-executive Directors
1
For For Approve Financial Assistance in Terms of Section 45 of the Companies Act
2
Blended Rationale: A vote FOR this item is warranted, although it is not without concern for shareholders: * This proposal includes a general authority relating to the provision of financial assistance to Directors. Such assistance is best provided for under specific rather than general authorities. The main reason for support is: * The Company clarifies that the inclusion of Directors within these authorities is to cover their participation in share incentive schemes. As such, shareholder support for these resolutions is warranted.
For For Approve Financial Assistance in Terms of Section 44 of the Companies Act
3
Blended Rationale: A vote FOR this item is warranted, although it is not without concern for shareholders: * This proposal includes a general authority relating to the provision of financial assistance to Directors. Such assistance is best provided for under specific rather than general authorities. The main reason for support is: * The Company clarifies that the inclusion of Directors within these authorities is to cover their participation in share incentive schemes. As such, shareholder support for these resolutions is warranted.
For For Authorise Repurchase of Issued Share Capital 4
Truly International Holdings Ltd.
Meeting Date: 10/29/2018 Country: Cayman Islands
Meeting Type: Special Ticker: 732
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Subscription Agreement and Related
Transactions
For For
For For Approve Whitewash Waiver 1
W.P. Carey, Inc.
Meeting Date: 10/29/2018 Country: USA
Meeting Type: Special Ticker: WPC
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
W.P. Carey, Inc.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Issue Shares in Connection with Acquisition For For
Blended Rationale: Referred to Schroders for internal consideration.
For For Adjourn Meeting 2
Blended Rationale: Referred to Schroders for internal consideration.
Accrol Group Holdings plc
Meeting Date: 10/30/2018 Country: United Kingdom
Meeting Type: Annual Ticker: ACRL
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Elect Gareth Jenkins as Director 2
Blended Rationale: Items 2, 4 and 5 A vote FOR the election of Gareth Jenkins, Steve Townsley and Euan Hamilton is warranted because no significant concerns have been identified. Item 3 An ABSTENTION on the election of Dan Wright is warranted because: * He is an Executive Director and is currently a member of the Audit and Remuneration Committees, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
Against For Elect Daniel Wright as Director 3
Voter Rationale: Executive director sitting on Audit Committee.
Blended Rationale: Executive director sitting on Audit Committee.
For For Elect Steven Townsley as Director 4
Blended Rationale: Items 2, 4 and 5 A vote FOR the election of Gareth Jenkins, Steve Townsley and Euan Hamilton is warranted because no significant concerns have been identified. Item 3 An ABSTENTION on the election of Dan Wright is warranted because: * He is an Executive Director and is currently a member of the Audit and Remuneration Committees, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
For For Elect Euan Hamilton as Director 5
Blended Rationale: Items 2, 4 and 5 A vote FOR the election of Gareth Jenkins, Steve Townsley and Euan Hamilton is warranted because no significant concerns have been identified. Item 3 An ABSTENTION on the election of Dan Wright is warranted because: * He is an Executive Director and is currently a member of the Audit and Remuneration Committees, which is not in line with UK best practice recommendations. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Accrol Group Holdings plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Reappoint Pricewaterhouse Coopers LLP as
Auditors and Authorise Their Remuneration
6
Voter Rationale: Poor audit practices.
Blended Rationale: Poor audit practices.
Against For Approve Remuneration Report 7
Voter Rationale: One off payment to the CEO during the year.
Blended Rationale: One off payment to the CEO during the year.
For For Authorise Issue of Equity with Pre-emptive
Rights
8
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
9
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
CK Asset Holdings Ltd.
Meeting Date: 10/30/2018 Country: Cayman Islands
Meeting Type: Special Ticker: 1113
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Acquisition by CKM Australia Bidco Pty Ltd Pursuant to the Implementation Agreement
For For
Blended Rationale: Referred to Schroders for consideration.
For For Approve Consortium Formation Agreement and the Transaction Proceeding with the Joint Venture Transaction Pursuant to the
Implementation Agreement
2
Blended Rationale: Referred to Schroders for consideration.
CK Infrastructure Holdings Ltd.
Meeting Date: 10/30/2018 Country: Bermuda
Meeting Type: Special Ticker: 1038
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
CK Infrastructure Holdings Ltd.
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Consortium Formation Agreement and
Related Transactions
For For
Blended Rationale: Referred to Schroders for consideration.
Companhia de Saneamento Basico do Estado de Sao Paulo SABESP
Meeting Date: 10/30/2018 Country: Brazil
Meeting Type: Special Ticker: SBSP3
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Andre Carillo, Elizabeth Melek Tavares e Nilton Joao dos Santos as Evaluation and Nominating Committee Members
For For
For For Elect Marcio Cury Abumussi as Alternate Fiscal Council Member
2
For For Elect Sergio Ricardo Ciavolih Mota as Director 3
For For Ratify Election of Karla Bertocco Trindade as Director
4
Folli Follie SA
Meeting Date: 10/30/2018 Country: Greece
Meeting Type: Annual Ticker: FFGRP
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory
Reports
For Against
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
Against For Approve Allocation of Income and Non
Distribution of Dividends
2
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Folli Follie SA Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Approve Discharge of Board and Auditors 3
Voter Rationale: ongoing internal investigations and market regulator sanctions suggest that the management has disclosed misleading financial information in relation to at least FY2017.
Blended Rationale: ongoing internal investigations and market regulator sanctions suggest that the management has disclosed misleading financial information in relation to at least FY2017.
Against For Approve Auditors and Fix Their Remuneration 4
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
Against For Approve Director Remuneration 5
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
For For Ratify Director Appointments 6
For For Elect Members of Audit Committee 7
Against For Other Business 8
Voter Rationale: Other business not disclosed.
Blended Rationale: Other business not disclosed.
Hargreaves Services Plc
Meeting Date: 10/30/2018 Country: United Kingdom
Meeting Type: Annual Ticker: HSP
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Approve Final Dividend 3
For For Re-elect Gordon Banham as Director 4
Blended Rationale: Items 4 to 6 A vote FOR the election/re-election of Gordon Banham, Nigel Halkes and John Samuel is warranted because no significant concerns have been identified. Item 7 A vote AGAINST the election of Roger McDowell is warranted because: * Aside from his role as Non-executive Chair of the Company, he also holds directorships at seven other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Hargreaves Services Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect Nigel Halkes as Director 5
Blended Rationale: Items 4 to 6 A vote FOR the election/re-election of Gordon Banham, Nigel Halkes and John Samuel is warranted because no significant concerns have been identified. Item 7 A vote AGAINST the election of Roger McDowell is warranted because: * Aside from his role as Non-executive Chair of the Company, he also holds directorships at seven other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.
For For Elect John Samuel as Director 6
Blended Rationale: Items 4 to 6 A vote FOR the election/re-election of Gordon Banham, Nigel Halkes and John Samuel is warranted because no significant concerns have been identified. Item 7 A vote AGAINST the election of Roger McDowell is warranted because: * Aside from his role as Non-executive Chair of the Company, he also holds directorships at seven other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.
For For Elect Roger McDowell as Director 7
Blended Rationale: Items 4 to 6 A vote FOR the election/re-election of Gordon Banham, Nigel Halkes and John Samuel is warranted because no significant concerns have been identified. Item 7 A vote AGAINST the election of Roger McDowell is warranted because: * Aside from his role as Non-executive Chair of the Company, he also holds directorships at seven other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company.
For For Reappoint KPMG LLP as Auditors 8
For For Authorise the Audit Committee to Fix
Remuneration of Auditors
9
For For Authorise Issue of Equity with Pre-emptive
Rights
10
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
11
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 12
Hong Leong Financial Group Bhd.
Meeting Date: 10/30/2018 Country: Malaysia
Meeting Type: Annual Ticker: 1082
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Remuneration of Directors For For
For For Elect Tan Kong Khoon as Director 2
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Hong Leong Financial Group Bhd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Lim Lean See as Director 3
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
For For Approve PricewaterhouseCoopers PLT as Auditors and Authorize Board to Fix Their Remuneration
4
For For Approve Issuance of Equity or Equity-Linked
Securities without Preemptive Rights
5
For For Approve Implementation of Shareholders' Mandate for Recurrent Related Party Transactions with Hong Leong Company (Malaysia) Berhad and Persons Connected with
HLCM
6
Blended Rationale: A vote FOR these resolutions is warranted.
For For Approve Implementation of Shareholders' Mandate for Recurrent Related Party Transactions with Tower Real Estate Investment Trust
7
Blended Rationale: A vote FOR these resolutions is warranted.
Power Assets Holdings Ltd.
Meeting Date: 10/30/2018 Country: Hong Kong
Meeting Type: Special Ticker: 6
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Approve Consortium Formation Agreement and
Related Transactions
For For
Seagate Technology Plc
Meeting Date: 10/30/2018 Country: Ireland
Meeting Type: Annual Ticker: STX
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director William D. Mosley For For
For For Elect Director Stephen J. Luczo 1b
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Seagate Technology Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect Director Mark W. Adams 1c
For For Elect Director Judy Bruner 1d
For For Elect Director Michael R. Cannon 1e
For For Elect Director William T. Coleman 1f
For For Elect Director Jay L. Geldmacher 1g
For For Elect Director Dylan Haggart 1h
For For Elect Director Stephanie Tilenius 1i
For For Elect Director Edward J. Zander 1j
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
Blended Rationale: The minimum vesting period is less than three years.
For For Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration
3
For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights
4
For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights
5
For For Determine Price Range for Reissuance of Treasury Shares
6
Synaptics, Inc.
Meeting Date: 10/30/2018 Country: USA
Meeting Type: Annual Ticker: SYNA
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Jeffrey D. Buchanan For For
For For Elect Director Keith B. Geeslin 1b
Against For Elect Director James L. Whims 1c
Voter Rationale: Chair of the nominations committee on a board that lacks diversity and refreshment.
Blended Rationale: Chair of the nominations committee on a board that lacks diversity and refreshment.
For For Advisory Vote to Ratify Named Executive
Officers' Compensation
2
For For Ratify KPMG LLP as Auditors 3
For For Amend Omnibus Stock Plan 4
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Synaptics, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Amend Qualified Employee Stock Purchase Plan 5
Syncona Ltd.
Meeting Date: 10/30/2018 Country: Guernsey
Meeting Type: Special Ticker: SYNC
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Changes to the Company's Investment Policy
For For
Alibaba Group Holding Ltd.
Meeting Date: 10/31/2018 Country: Cayman Islands
Meeting Type: Annual Ticker: BABA
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1.1 Elect Joseph C. Tsai as Director For For
Voter Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board
Blended Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board
For For Elect J. Michael Evans as Director 1.2
Voter Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board
Blended Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board
For For Elect Eric Xiandong Jing as Director 1.3
Voter Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board
Blended Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board
For For Elect Borje E. Ekholm as Director 1.4
Voter Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board
Blended Rationale: We do not think it is in the interests of shareholders to vote these Directors off the Board
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Alibaba Group Holding Ltd. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Ratify PricewaterhouseCoopers as Auditors 2
Voter Rationale: Best interests of shareholders
Blended Rationale: Best interests of shareholders
AtlasBX Co., Ltd.
Meeting Date: 10/31/2018 Country: South Korea
Meeting Type: Special Ticker: 023890
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles of Incorporation - Adoption of Interim Dividend (Shareholder Proposal)
Against For
Voter Rationale: In shareholders' best interests
Blended Rationale: In shareholders' best interests
For Against Elect Moon Bong-jin as Outside Director (Shareholder Proposal)
2
Voter Rationale: In shareholders' best interests
Blended Rationale: In shareholders' best interests
Against For Elect Lee Ho-seok as a Member of Audit Committee
3.1
Voter Rationale: Lack of information supporting nomination
Blended Rationale: Lack of information supporting nomination
Against For Elect Ju Hyeon-gi as a Member of Audit Committee
3.2
Voter Rationale: Lack of information supporting nomination
Blended Rationale: Lack of information supporting nomination
For Against Elect Moon Bong-jin as a Member of Audit Committee (Shareholder Proposal)
3.3
Voter Rationale: Enhances independent oversight of the board
Blended Rationale: Enhances independent oversight of the board
Brooks MacDonald Group Plc
Meeting Date: 10/31/2018 Country: United Kingdom
Meeting Type: Annual Ticker: BRK
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Brooks MacDonald Group Plc
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory
Reports
For For
For For Approve Final Dividend 2
For For Approve Remuneration Report 3
Against For Approve Long Term Incentive Plan 4
Voter Rationale: Excessive dilution.
Blended Rationale: Excessive dilution.
For For Re-elect Christopher Knight as Director 5
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
For For Re-elect Caroline Connellan as Director 6
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
For For Re-elect Andrew Shepherd as Director 7
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
For For Elect Ben Thorpe as Director 8
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
For For Re-elect Nicholas Holmes as Director 9
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
For For Re-elect Colin Harris as Director 10
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
For For Re-elect Richard Price as Director 11
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
For For Re-elect Diane Seymour-Williams as Director 12
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Brooks MacDonald Group Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Elect David Stewart as Director 13
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
For For Elect John Linwood as Director 14
Blended Rationale: A vote FOR the election/re-election of Chris Knight, Caroline Connellan, Andrew Shepherd, Ben Thorpe, Nick Holmes, Colin Harris, Richard Price, Diane Seymour-Williams, David Stewart and John Linwood is warranted because no significant concerns have been identified.
For For Reappoint PricewaterhouseCoopers LLP as
Auditors and Authorise Their Remuneration
15
For For Authorise the Company to Use Electronic
Communications
16
For For Authorise Political Donations and Expenditure 17
For For Authorise Issue of Equity with Pre-emptive
Rights
18
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
19
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment
20
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 21
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
22
Catalent, Inc.
Meeting Date: 10/31/2018 Country: USA
Meeting Type: Annual Ticker: CTLT
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director John Chiminski For For
For For Elect Director Rosemary A. Crane 1b
For For Elect Director Donald E. Morel, Jr. 1c
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Catalent, Inc. Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Against For Elect Director Jack Stahl 1d
Voter Rationale: The board has failed to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter, which adversely impacts shareholder rights
Blended Rationale: The board has failed to remove, or subject to a sunset requirement, the supermajority vote requirement to enact certain changes to the charter, which adversely impacts shareholder rights
For For Ratify Ernst & Young LLP as Auditors 2
For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
For For Approve Omnibus Stock Plan 4
For For Approve Qualified Employee Stock Purchase Plan
5
For For Declassify the Board of Directors 6
Cyfrowy Polsat SA
Meeting Date: 10/31/2018 Country: Poland
Meeting Type: Special Ticker: CPS
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
2 Elect Meeting Chairman For For
Blended Rationale: Votes FOR Items 2, 4.1, 4.2, 4.3, and 5 are warranted because these are routine meeting formalities.Items 1 and 3 are non-voting.
For For Elect Members of Vote Counting Commission 4.1
Blended Rationale: Votes FOR Items 2, 4.1, 4.2, 4.3, and 5 are warranted because these are routine meeting formalities.Items 1 and 3 are non-voting.
For For Elect Members of Vote Counting Commission 4.2
Blended Rationale: Votes FOR Items 2, 4.1, 4.2, 4.3, and 5 are warranted because these are routine meeting formalities.Items 1 and 3 are non-voting.
For For Elect Members of Vote Counting Commission 4.3
Blended Rationale: Votes FOR Items 2, 4.1, 4.2, 4.3, and 5 are warranted because these are routine meeting formalities.Items 1 and 3 are non-voting.
For For Approve Agenda of Meeting 5
Blended Rationale: Votes FOR Items 2, 4.1, 4.2, 4.3, and 5 are warranted because these are routine meeting formalities.Items 1 and 3 are non-voting.
For For Approve Merger by Absorption with Cyfrowy
Polsat Trade Marks Sp. z o.o.
6
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Hopewell Holdings Ltd.
Meeting Date: 10/31/2018 Country: Hong Kong
Meeting Type: Annual Ticker: 54
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
Against For Elect Eddie Ping Chang Ho as Director 2a1
Voter Rationale: Executive director on a board that is not a majority independent and does not have a nominations committee
Blended Rationale: Executive director on a board that is not a majority independent and does not have a nominations committee
Against For Elect Albert Kam Yin Yeung as Director 2a2
Voter Rationale: Executive director on a board that is not a majority independent and does not have a nominations committee
Blended Rationale: Executive director on a board that is not a majority independent and does not have a nominations committee
Against For Elect Leo Kwok Kee Leung as Director 2a3
Voter Rationale: Executive director on a board that is not a majority independent and does not have a nominations committee
Blended Rationale: Executive director on a board that is not a majority independent and does not have a nominations committee
For For Elect Gordon Yen as Director 2a4
For For Elect Yuk Keung Ip as Director 2a5
For For Approve Directors' Fees 2b
For For Approve Deloitte Touche Tohmatsu asas Auditor and Authorize Board to Fix Their Remuneration
3
For For Authorize Repurchase of Issued Share Capital 4a
Against For Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights
4b
Voter Rationale: Issuance limit exceeds 10%
Blended Rationale: Issuance limit exceeds 10%
Against For Authorize Reissuance of Repurchased Shares 4c
Voter Rationale: Discount limit not disclosed
Blended Rationale: Discount limit not disclosed
Against For Approve Grant of Share Options Under the Share Option Scheme
4d
Voter Rationale: No performance conditions attached
Blended Rationale: No performance conditions attached
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Pantheon International Plc
Meeting Date: 10/31/2018 Country: United Kingdom
Meeting Type: Annual Ticker: PIN
Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
1 Accept Financial Statements and Statutory Reports
For For
For For Approve Remuneration Report 2
For For Re-elect Sir Laurie Magnus as Director 3
Blended Rationale: Item 3 A vote FOR the re-election of Sir Laurie Magnus is warranted, although it is not without concern because: * Apart from his role as Board Chair, he also serves in various roles at three other listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * The majority of his commitments are at investment trusts, and taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 4 to 9 A vote FOR the re-election of Ian Barby, John Burgess, David Melvin, Susannah Nicklin, John Singer and Rhoddy Swire is warranted because no significant concerns have been identified.
For For Re-elect Ian Barby as Director 4
Blended Rationale: Item 3 A vote FOR the re-election of Sir Laurie Magnus is warranted, although it is not without concern because: * Apart from his role as Board Chair, he also serves in various roles at three other listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * The majority of his commitments are at investment trusts, and taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 4 to 9 A vote FOR the re-election of Ian Barby, John Burgess, David Melvin, Susannah Nicklin, John Singer and Rhoddy Swire is warranted because no significant concerns have been identified.
For For Re-elect John Burgess as Director 5
Blended Rationale: Item 3 A vote FOR the re-election of Sir Laurie Magnus is warranted, although it is not without concern because: * Apart from his role as Board Chair, he also serves in various roles at three other listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * The majority of his commitments are at investment trusts, and taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 4 to 9 A vote FOR the re-election of Ian Barby, John Burgess, David Melvin, Susannah Nicklin, John Singer and Rhoddy Swire is warranted because no significant concerns have been identified.
For For Re-elect David Melvin as Director 6
Blended Rationale: Item 3 A vote FOR the re-election of Sir Laurie Magnus is warranted, although it is not without concern because: * Apart from his role as Board Chair, he also serves in various roles at three other listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * The majority of his commitments are at investment trusts, and taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 4 to 9 A vote FOR the re-election of Ian Barby, John Burgess, David Melvin, Susannah Nicklin, John Singer and Rhoddy Swire is warranted because no significant concerns have been identified.
For For Re-elect Susannah Nicklin as Director 7
Blended Rationale: Item 3 A vote FOR the re-election of Sir Laurie Magnus is warranted, although it is not without concern because: * Apart from his role as Board Chair, he also serves in various roles at three other listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * The majority of his commitments are at investment trusts, and taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 4 to 9 A vote FOR the re-election of Ian Barby, John Burgess, David Melvin, Susannah Nicklin, John Singer and Rhoddy Swire is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Pantheon International Plc Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
For For Re-elect John Singer as Director 8
Blended Rationale: Item 3 A vote FOR the re-election of Sir Laurie Magnus is warranted, although it is not without concern because: * Apart from his role as Board Chair, he also serves in various roles at three other listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * The majority of his commitments are at investment trusts, and taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 4 to 9 A vote FOR the re-election of Ian Barby, John Burgess, David Melvin, Susannah Nicklin, John Singer and Rhoddy Swire is warranted because no significant concerns have been identified.
For For Re-elect Rhoddy Swire as Director 9
Blended Rationale: Item 3 A vote FOR the re-election of Sir Laurie Magnus is warranted, although it is not without concern because: * Apart from his role as Board Chair, he also serves in various roles at three other listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * The majority of his commitments are at investment trusts, and taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 4 to 9 A vote FOR the re-election of Ian Barby, John Burgess, David Melvin, Susannah Nicklin, John Singer and Rhoddy Swire is warranted because no significant concerns have been identified.
For For Reappoint Grant Thornton UK LLP as Auditors 10
For For Authorise the Audit Committee to Fix
Remuneration of Auditors
11
For For Authorise Issue of Equity with Pre-emptive
Rights
12
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Issue of Equity without Pre-emptive
Rights
13
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
For For Authorise Market Purchase of Ordinary Shares 14
For For Authorise the Company to Call General Meeting
with Two Weeks' Notice
15
For For Authorise the Company to Use Electronic
Communications
16
Solutions 30 SE
Meeting Date: 10/31/2018 Country: France
Meeting Type: Special Ticker: ALS30
Proposal Number
Proposal Text
Mgmt Rec
Vote Instruction
1 Increase Nominal Value Per Share from EUR 0.51 to EUR 0.1275
For For
Vote Summary Report Date range covered: 10/01/2018 to 10/31/2018
Solutions 30 SE Proposal
Number
Proposal Text
Mgmt Rec
Vote
Instruction
Blended Rationale: A vote FOR these items is warranted as the stock split will not adversely affect shareholder value and might increase trading liquidity. However, this is not without concern for the lack of a compelling rationale for these proposals.
For For Amend Article 6 to Reflect Changes in Capital 2
Blended Rationale: A vote FOR these items is warranted as the stock split will not adversely affect shareholder value and might increase trading liquidity. However, this is not without concern for the lack of a compelling rationale for these proposals.
For For Amend Article 7.1.6 to Reflect Changes in
Capital
3
Blended Rationale: A vote FOR these items is warranted as the stock split will not adversely affect shareholder value and might increase trading liquidity. However, this is not without concern for the lack of a compelling rationale for these proposals.
For For Recast Bylaws of the Company 4
Blended Rationale: A vote AGAINST is warranted because the company did not provide the actual changes and thus not enabling shareholder to make an informed decision.
For For Approve Insertion of English Version of the
Statutes
5