Reo® Voting Report
Reo® Voting Report Reo@ Voting Report
SEI Investments Europe Ltd - Joy Global All Votes Report.
VOTING RECORDS FROM:01/01/2014 TO: 31/03/2014
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Aegean Airlines SA
Meeting Date: 03/14/2014 Country: Greece Meeting Type: Special Ticker: AEGN
Primary ISIN: GRS495003006 Primary SEDOL: B1ZBHG9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Meeting Mgmt
1 Authorize Capitalization of Reserves Mgmt For For
2 Approve Reduction in Issued Share Capital Mgmt For For
3 Amend Company Articles Mgmt For For
4 Elect Director Mgmt For For
5 Elect Members of Audit Committee Mgmt For Against
Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
6 Other Business Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Amdocs Limited
Meeting Date: 01/30/2014 Country: Guernsey Meeting Type: Annual Ticker: DOX
Primary ISIN: GB0022569080 Primary SEDOL: 2256908
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Robert A. Minicucci as a Director Mgmt For For
1.2 Elect Adrian Gardner as a Director Mgmt For Against
Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
1.3 Elect John T. McLennan as a Director Mgmt For Against
Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
1.4 Elect Simon Olswang as a Director Mgmt For Against
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board.
Page 1 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Amdocs Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Zohar Zisapel as a Director Mgmt For For
1.6 Elect Julian A. Brodsky as a Director Mgmt For For
1.7 Elect Eli Gelman as a Director Mgmt For For
1.8 Elect James S. Kahan as a Director Mgmt For Against
Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
1.9 Elect Richard T.C. LeFave as a Director Mgmt For For
1.10 Elect Giora Yaron as a Director Mgmt For For
2 Approve Dividends Mgmt For For
3 Amend Articles Re: Termination of Shareholder Mgmt For Against Approval for Declaration of Dividends
Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights.
4 Approve Authorized Share Capital and Authorize Mgmt For Against Board to Issue Shares Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
5 Accept Financial Statements and Statutory Mgmt For For Reports
6 Approve Ernst & Young LLP as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
AmerisourceBergen Corporation
Meeting Date: 03/06/2014 Country: USA Meeting Type: Annual Ticker: ABC
Primary ISIN: US03073E1055 Primary SEDOL: 2795393
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Steven H. Collis Mgmt For For
1.2 Elect Director Douglas R. Conant Mgmt For For
1.3 Elect Director Richard W. Gochnauer Mgmt For For
1.4 Elect Director Richard C. Gozon Mgmt For For
Page 2 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
AmerisourceBergen Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Lon R. Greenberg Mgmt For Against
Voter Rationale: Directors are expected to hold four or fewer directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
1.6 Elect Director Edward E. Hagenlocker Mgmt For For
1.7 Elect Director Jane E. Henney Mgmt For For
1.8 Elect Director Kathleen W. Hyle Mgmt For For
1.9 Elect Director Michael J. Long Mgmt For For
1.10 Elect Director Henry W. McGee Mgmt For For
2 Ratify Auditors Mgmt For For
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
3 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation
4 Approve Omnibus Stock Plan Mgmt For For
5 Provide Right to Call Special Meeting Mgmt For For
Auckland International Airport Ltd.
Meeting Date: 02/12/2014 Country: New Zealand Meeting Type: Special Ticker: AIA
Primary ISIN: NZAIAE0001S8 Primary SEDOL: 6123707
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve the Return of Capital Mgmt For For
Banco de Chile
Meeting Date: 03/27/2014 Country: Chile Meeting Type: Annual/Special Ticker: CHILE
Primary ISIN: CLP0939W1081 Primary SEDOL: 2100845
Page 3 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Banco de Chile
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
Annual Meeting Mgmt
1 Approve Financial Statements and Statutory Mgmt For For Reports
2 Approve Allocation of Income and Dividends of Mgmt For For CLP 3.48 Per Share
3 Elect Directors Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
4 Approve Remuneration of Directors Mgmt For For
5 Approve Remuneration and Budget of Directors Mgmt For For and Audit Committee
6 Appoint Auditors Mgmt For For
7 Present Directors and Audit Committee's Report Mgmt
8 Receive Report Regarding Related-Party Mgmt Transactions
9 Transact Other Business (Non-Voting) Mgmt
Special Meeting Mgmt
1 Authorize Increase in Capital via Capitalization Mgmt For For of 30 Percent of Distributable Net Income for FY 2013; Amend Articles to Reflect Changes in Capital; Authorize Board to Ratify and Execute Approved Resolutions
Becton, Dickinson and Company
Meeting Date: 01/28/2014 Country: USA Meeting Type: Annual Ticker: BDX
Primary ISIN: US0758871091 Primary SEDOL: 2087807
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Basil L. Anderson Mgmt For For
1.2 Elect Director Henry P. Becton, Jr. Mgmt For For
1.3 Elect Director Catherine M. Burzik Mgmt For For
Page 4 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Becton, Dickinson and Company
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Edward F. DeGraan Mgmt For For
1.5 Elect Director Vincent A. Forlenza Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and for preserving accountability.
1.6 Elect Director Claire M. Fraser Mgmt For For
1.7 Elect Director Christopher Jones Mgmt For For
1.8 Elect Director Marshall O. Larsen Mgmt For For
1.9 Elect Director Gary A. Mecklenburg Mgmt For For
1.10 Elect Director James F. Orr Mgmt For For
1.11 Elect Director Willard J. Overlock, Jr. Mgmt For For
1.12 Elect Director Rebecca W. Rimel Mgmt For For
1.13 Elect Director Bertram L. Scott Mgmt For For
1.14 Elect Director Alfred Sommer Mgmt For For
2 Ratify Auditors Mgmt For For
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
3 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Plans should not pay out for below-median performance relative to peers. This undermines a pay-for-performance approach, which should reward top level performance amongst the company's selected peer group. Such practices blunt the impact of variable pay. Additionally, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.
4 Amend Omnibus Stock Plan Mgmt For For
5 Amend Executive Incentive Bonus Plan Mgmt For For
6 Require Independent Board Chairman SH Against For
Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
Bronco Billy Co., Ltd.
Meeting Date: 03/18/2014 Country: Japan Meeting Type: Annual Ticker: 3091
Primary ISIN: JP3831550003 Primary SEDOL: B285LQ3
Page 5 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Bronco Billy Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Takeichi, Yasuhiro Mgmt For For
1.2 Elect Director Takeichi, Katsuhiro Mgmt For For
1.3 Elect Director Furuta, Mitsuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Takeichi, Keiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Deguchi, Yuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Baba, Takafumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Miyamoto, Taku Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Hirano, Yoji Mgmt For For
2.1 Appoint Alternate Statutory Auditor Asano, Yuki Mgmt For For
2.2 Appoint Alternate Statutory Auditor Yamaguchi, Mgmt For For Takeshi
CAC Corp.
Meeting Date: 03/27/2014 Country: Japan Meeting Type: Annual Ticker: 4725
Primary ISIN: JP3346300001 Primary SEDOL: 6164438
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 16
Page 6 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
CAC Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Adoption of Holding Company Mgmt For For Structure and Transfer of Operations to New Wholly Owned Subsidiary
3 Amend Articles to Change Company Name - Mgmt For For Amend Business Lines
4.1 Elect Director Shimada, Toshio Mgmt For For
4.2 Elect Director Sako, Akihiko Mgmt For For
4.3 Elect Director Takahashi, Hisashi Mgmt For For
4.4 Elect Director Bin Cheng Mgmt For For
4.5 Elect Director Malcolm F. Mehta Mgmt For For
4.6 Elect Director Hanada, Mitsuyo Mgmt For For
4.7 Elect Director Matsushima, Shigeru Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
4.8 Elect Director Hirose, Michitaka Mgmt For For
4.9 Elect Director Kuroda, Yukiko Mgmt For For
4.10 Elect Director Kawamata, Kazuki Mgmt For For
4.11 Elect Director Adachi, Toshihiro Mgmt For For
4.12 Elect Director Nagakura, Hirokazu Mgmt For For
5 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Calian Technologies Ltd.
Meeting Date: 02/07/2014 Country: Canada Meeting Type: Annual Ticker: CTY
Primary ISIN: CA12989X1078 Primary SEDOL: 2184935
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kenneth J. Loeb Mgmt For For
1.2 Elect Director David Tkachuk Mgmt For For
1.3 Elect Director William Hewson Mgmt For For
Page 7 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Calian Technologies Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Richard A. Vickers Mgmt For For
1.5 Elect Director Raymond Basler Mgmt For For
1.6 Elect Director George Weber Mgmt For For
2 Approve Deloitte LLP as Auditors and Authorize Mgmt For For Board to Fix Their Remuneration
Capitol Federal Financial, Inc.
Meeting Date: 01/21/2014 Country: USA Meeting Type: Annual Ticker: CFFN
Primary ISIN: US14057J1016 Primary SEDOL: B3KWJV0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Jeffrey M. Johnson Mgmt For For
1.2 Elect Director Michael T. McCoy Mgmt For Withhold
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the board lacks both an independent chairman and an appropriate independent lead director. At the very least, the nominating committee should appoint a fully independent lead director.
1.3 Elect Director Marilyn S. Ward Mgmt For For
2 Advisory Vote to Ratify Named Executive Mgmt For For Officers' Compensation
3 Ratify Auditors Mgmt For For
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
CareTech Holdings plc
Meeting Date: 03/04/2014 Country: United Kingdom Meeting Type: Annual Ticker: CTH
Primary ISIN: GB00B0KWHQ09 Primary SEDOL: B0KWHQ0
Page 8 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
CareTech Holdings plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Remuneration Report Mgmt For For
3 Approve Final Dividend Mgmt For For
4 Re-elect Farouq Sheikh as Director Mgmt For For
5 Re-elect Haroon Sheikh as Director Mgmt For For
6 Elect Jamie Cumming as Director Mgmt For For
7 Reappoint Grant Thornton UK LLP as Auditors Mgmt For For and Authorise Their Remuneration
8 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
9 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
10 Authorise Market Purchase of Ordinary Shares Mgmt For For
CFS Retail Property Trust
Meeting Date: 03/07/2014 Country: Australia Meeting Type: Special Ticker: CFX
Primary ISIN: AU000000CFX0 Primary SEDOL: 6361370
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Ratify the Past Issuance of 151.35 Million CFX Mgmt For Against Stapled Securities to Institutional Investors
Voter Rationale: If approved, this proposal would allow the board to issue an additional 15% of equities without further shareholder approval, bringing further dilution to shareholders.
Resolutions 2,4,5 and 7 seeks the approval of Mgmt holders of CFX1 Units and Resolutions 3,6,8,9 and 10 seeks the approval of holders of CFX2 Units
2 Approve the Internalisation Proposal by Holders Mgmt For For of CFX1 Units
3 Approve the Internalisation Proposal by Holders Mgmt For For of CFX2 Units
4 Approve the Amendments to the Constitution of Mgmt For For CFX1
Page 9 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
CFS Retail Property Trust
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve CMIL as the Responsible Entity of CFX1 Mgmt For For to Enter into the Intra-Group Transactions Deed
6 Approve CMIL as the Responsible Entity of CFX2 Mgmt For For to Enter into the Intra-Group Transactions Deed
7 Approve the De-stapling of CFX1 Units from Mgmt For For CFX2 Units
8 Approve the De-stapling of CFX2 Units from Mgmt For For CFX1 Units
9 Approve the Acquisition of CFX2 Units by CFX Mgmt For For Co
10 Approve the Amendments to the Constitution of Mgmt For For CFX2
CGI Group Inc
Meeting Date: 01/29/2014 Country: Canada Meeting Type: Annual Ticker: GIB.A
Primary ISIN: CA39945C1095 Primary SEDOL: 2159740
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for Class A Subordinate Voting and Mgmt Class B Shareholders
1.1 Elect Alain Bouchard as Director Mgmt For For
1.2 Elect Bernard Bourigeaud as Director Mgmt For For
1.3 Elect Jean Brassard as Director Mgmt For For
1.4 Elect Robert Chevrier as Director Mgmt For For
1.5 Elect Dominic D'Alessandro as Director Mgmt For For
1.6 Elect Thomas P. d'Aquino as Director Mgmt For Withhold
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among stockholders.
1.7 Elect Paule Dore as Director Mgmt For For
1.8 Elect Richard B. Evans as Director Mgmt For For
1.9 Elect Julie Godin as Director Mgmt For For
1.10 Elect Serge Godin as Director Mgmt For For
1.11 Elect André Imbeau as Director Mgmt For For
Page 10 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
CGI Group Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.12 Elect Gilles Labbé as Director Mgmt For For
1.13 Elect Michael E. Roach as Director Mgmt For For
1.14 Elect Joakim Westh as Director Mgmt For For
2 Approve Ernst & Young LLP as Auditors and Mgmt For For Authorize Board to Fix Their Remuneration
3 Re-approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan allows for re-pricing of underwater options without shareholder approval. Reducing the strike price of options already granted after the stock price has fallen undermines the employee incentive strategy and is not aligned with shareholders' interests. Additionally, the grant rate is too high, and may lead to excessive dilution. Finally, this plan does not effectively link executive pay to performance. Performance targets should be clearly disclosed and stretching, and the compensation committee should do more to establish compensation packages that reward strong performance and build shareholder value over time.
China Communications Services Corp. Ltd.
Meeting Date: 02/21/2014 Country: Hong Kong Meeting Type: Special Ticker: 00552
Primary ISIN: CNE1000002G3 Primary SEDOL: B1HVJ16
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Si Furong as Director and Authorize Board Mgmt For For to Determine His Remuneration
China Mengniu Dairy Co., Ltd.
Meeting Date: 03/20/2014 Country: Hong Kong Meeting Type: Special Ticker: 02319
Primary ISIN: KYG210961051 Primary SEDOL: B01B1L9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Subscription Agreement, Specific Mgmt For For Mandate, Whitewash Waiver, and Related Transactions
Page 11 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Cielo SA
Meeting Date: 03/31/2014 Country: Brazil Meeting Type: Annual Ticker: CIEL3
Primary ISIN: BRCIELACNOR3 Primary SEDOL: B614LY3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2013
2 Approve Allocation of Income and Dividends Mgmt For For
3 Elect Directors, Fiscal Council Members, and Mgmt For Against Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board. Furthermore, we urge the board to take immediate steps to provide shareholders with the information referred to in item 13 of the Reference Form in CVM Instruction 480.
Cielo SA
Meeting Date: 03/31/2014 Country: Brazil Meeting Type: Special Ticker: CIEL3
Primary ISIN: BRCIELACNOR3 Primary SEDOL: B614LY3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Authorize Capitalization of Reserves for Bonus Mgmt For For Issue
2 Amend Article 11 Mgmt For For
CLP Holdings Ltd.
Meeting Date: 01/22/2014 Country: Hong Kong Meeting Type: Special Ticker: 00002
Primary ISIN: HK0002007356 Primary SEDOL: 6097017
Page 12 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
CLP Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve CAPCO Acquisition Agreement, PSDC Mgmt For For Acquisition Agreement, and the Related Transactions
2 Elect Richard Kendall Lancaster as Director Mgmt For For
3 Elect Rajiv Behari Lall as Director Mgmt For For
Coca-Cola FEMSA S.A.B. de C.V.
Meeting Date: 03/06/2014 Country: Mexico Meeting Type: Annual Ticker: KOFL
Primary ISIN: MXP2861W1067 Primary SEDOL: 2141899
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Class A and D Shares Have Voting Rights on All Mgmt Items; Class L Shares Only Have Voting Rights on Item 5
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Accept Report on Adherence to Fiscal Mgmt For For Obligations
3 Approve Allocation of Income and Cash Mgmt For For Dividends
4 Set Maximum Nominal Amount of Share Mgmt For For Repurchase Reserve
5 Elect Directors and Secretaries; Verify Director's Mgmt For Against Independence Classification as Per Mexican Securities Law; Approve Their Respective Remuneration Voter Rationale: The lack of timely disclosure on director remuneration prevents shareholders voting by proxy to make an informed decision. We strongly encourage resolutions on director elections and their remuneration are not bundled going forward. Also, the board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
6 Elect Members of Financing and Planning Mgmt For Against Committee, Audit Committee and Corporate Practices Committee; Elect Chairman of Committees and Fix their Respective Remuneration
Voter Rationale: The lack of timely disclosure on director remuneration prevents shareholders voting by proxy to make an informed decision. We strongly encourage resolutions on director elections and their remuneration are not bundled going forward.
Page 13 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Coca-Cola FEMSA S.A.B. de C.V.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
8 Approve Minutes of Meeting Mgmt For For
Coca-Cola West Co Ltd
Meeting Date: 03/25/2014 Country: Japan Meeting Type: Annual Ticker: 2579
Primary ISIN: JP3293200006 Primary SEDOL: 6163286
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 21
2.1 Elect Director Sueyoshi, Norio Mgmt For For
2.2 Elect Director Yoshimatsu, Tamio Mgmt For For
2.3 Elect Director Shibata, Nobuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Wakasa, Jiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Takemori, Hideharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Fukami, Toshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Okamoto, Shigeki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Fujiwara, Yoshiki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 14 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Coca-Cola West Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Koga, Yasunori Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.10 Elect Director Honbo, Shunichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.11 Elect Director Kondo, Shiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.12 Elect Director Vikas Tiku Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Datang International Power Generation Co. Ltd
Meeting Date: 01/24/2014 Country: Hong Kong Meeting Type: Special Ticker: 00991
Primary ISIN: CNE1000002Z3 Primary SEDOL: 6080716
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Resolution on the Financial Guarantee Mgmt For Against for 2014 Voter Rationale: The company will be providing majority of the guarantees to entities that are more than its proportionate shareholding without compelling justification as to why other shareholders of the subsidiary are unable to provide similar guarantees. The company will be taking a disproportionate amount of risk relative to its ownership interest.
2a Approve Supply of Coal by Beijing Datang Fuel Mgmt For For Company Limited and Datang International (Hong Kong) Limited to the Power Generation Enterprises of China Datang Corporation
2b Approve Supply of Coal by Beijing Datang Fuel Mgmt For For Company Limited and Inner Mongolia Datang Fuel Company Ltd. to Enterprises Managed by the Company
2c Approve Supply of Coal by Datang International Mgmt For For (Hong Kong) Limited to Beijing Datang Fuel Company Limited
Page 15 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Datang International Power Generation Co. Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2d Approve Supply of Coal by Datang International Mgmt For For (Hong Kong) Limited to Certain Subsidairies of the Company Along the Coast
3 Approve Coal Purchase and Sale Framework Mgmt For For Agreement (Xilinhaote)
4a Elect Wu Jing as Director SH For For
4b Approve Cessation of Cao Jingshan as Director SH For For
Datang International Power Generation Co. Ltd
Meeting Date: 03/25/2014 Country: Hong Kong Meeting Type: Special Ticker: 00991
Primary ISIN: CNE1000002Z3 Primary SEDOL: 6080716
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Business Mgmt
1 Approve Issuance of Debt Financing Mgmt For For Instruments
Dunlop Sports Co., Ltd.
Meeting Date: 03/26/2014 Country: Japan Meeting Type: Annual Ticker: 7825
Primary ISIN: JP3161300003 Primary SEDOL: B1F2D08
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 20
2.1 Elect Director Bamba, Hiroyuki Mgmt For For
2.2 Elect Director Nojiri, Yasushi Mgmt For For
2.3 Elect Director Kinameri, Kazuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 16 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Dunlop Sports Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Mizuno, Takao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Sano, Hideki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Tanigawa, Mitsuteru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Watanabe, Akira Mgmt For For
2.8 Elect Director Onishi, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Nishikawa, Koichiro Mgmt For For
Ecopetrol S.A.
Meeting Date: 01/23/2014 Country: Colombia Meeting Type: Special Ticker: ECOPETROL
Primary ISIN: COC04PA00016 Primary SEDOL: B2473N4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Safety Guidelines/Open Meeting Mgmt
2 Verify Quorum Mgmt
3 Opening by Chief Executive Officer Mgmt
4 Approve Meeting Agenda Mgmt For For
5 Appoint Chairman of the Meeting Mgmt For For
6 Appoint Committee in Charge of Scrutinizing Mgmt For For Elections and Polling
7 Appoint Committee to Approve Minutes of Mgmt For For Meeting
Page 17 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Ecopetrol S.A.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
8 Elect Directors Mgmt For For
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
Enagas S.A.
Meeting Date: 03/24/2014 Country: Spain Meeting Type: Annual Ticker: ENG
Primary ISIN: ES0130960018 Primary SEDOL: 7383072
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Consolidated and Standalone Financial Mgmt For For Statements
2 Approve Allocation of Income and Dividends Mgmt For For
3 Approve Discharge of Board Mgmt For For
4 Renew Appointment of Deloitte SL as Auditor Mgmt For For
5.1 Reelect Antonio Llardén Carratalá as Director Mgmt For For
5.2 Reelect Marcelino Oreja Arburúa as Director Mgmt For For
5.3 Elect Ana Palacio Vallelersundi as Director Mgmt For For
5.4 Elect Isabel Tocino Biscarolasaga as Director Mgmt For For
5.5 Elect Antonio Hernández Mancha as Director Mgmt For For
5.6 Elect Gonzalo Solana González as Director Mgmt For For
5.7 Elect Luis Valero Artola as Director Mgmt For For
6 Approve Remuneration of Directors Mgmt For For
7 Advisory Vote on Remuneration Policy Report Mgmt For Against
Voter Rationale: Severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.
8 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Page 18 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
FII BTG Pactual Corporate Office Fund
Meeting Date: 03/31/2014 Country: Brazil Meeting Type: Annual Ticker: N/A
Primary ISIN: BRBRCRCTF000 Primary SEDOL: B51K694
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for Fiscal Year Ended Dec. 31, 2013
Fomento Economico Mexicano S.A.B. de C.V. FEMSA
Meeting Date: 03/14/2014 Country: Mexico Meeting Type: Annual Ticker: FEMSAUBD
Primary ISIN: MXP320321310 Primary SEDOL: 2242059
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting is for Class B Shareholders Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Accept Report on Adherence to Fiscal Mgmt For For Obligations
3 Approve Allocation of Income Mgmt For For
4 Set Aggregate Nominal Share Repurchase Mgmt For For Reserve
5 Elect Directors and Secretaries, Verify Mgmt For Against Independence of Directors, and Approve their Remuneration Voter Rationale: The lack of timely disclosure on director remuneration prevents shareholders voting by proxy to make an informed decision. Going forward, we encourage the company to submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
6 Elect Members and Chairmen of Finance and Mgmt For Against Planning, Audit, and Corporate Practices Committees; Approve Their Remuneration Voter Rationale: The lack of timely disclosure on director remuneration prevents shareholders voting by proxy to make an informed decision.
7 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
8 Approve Minutes of Meeting Mgmt For For
Page 19 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Formuepleje Pareto A/S
Meeting Date: 01/03/2014 Country: Denmark Meeting Type: Special Ticker: FPPAR
Primary ISIN: DK0016023492 Primary SEDOL: B15RW17
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Chairman of Meeting Mgmt For For
2 Change Par Value of Shares to DKK 1.70; Mgmt For For Approve Consequential Amendments to Articles of Association
3 Other Business Mgmt
Fraser and Neave Limited
Meeting Date: 01/27/2014 Country: Singapore Meeting Type: Annual Ticker: F99
Primary ISIN: SG1T58930911 Primary SEDOL: B17NLV6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Adopt Financial Statements and Directors' and Mgmt For For Auditors' Reports
2 Declare Final Dividend Mgmt For For
3a Elect Charoen Sirivadhanabhakdi as Director Mgmt For For
3b Elect Khunying Wanna Sirivadhanabhakdi as Mgmt For For Director
3c Elect Koh Poh Tiong as Director Mgmt For For
3d Elect Siripen Sitasuwan as Director Mgmt For For
3e Elect Chotiphat Bijananda as Director Mgmt For For
3f Elect Thapana Sirivadhanabhakdi as Director Mgmt For Against
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time.
3g Elect Sithichai Chaikriangkrai as Director Mgmt For Against
Voter Rationale: Directors are expected to hold only a small number of directorships and ensure they have sufficient time and energy to discharge their role properly, particularly during unexpected company situations requiring substantial amounts of time. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Page 20 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Fraser and Neave Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3h Elect Timothy Chia Chee Ming as Director Mgmt For For
3i Elect Tengku Syed Badarudin Jamalullail as Mgmt For For Director
4 Approve Directors' Fees Mgmt For For
5 Reappoint Auditors and Authorize Board to Fix Mgmt For For Their Remuneration
6 Approve Issuance of Equity or Equity-Linked Mgmt For Against Securities with or without Preemptive Rights Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
7 Approve Grant of Awards and Issuance of Mgmt For For Shares Under the F&N Restricted Share Plan and/or the F&N Performance Share Plan
8 Approve Issuance of Shares Under the Fraser Mgmt For For and Neave, Limited Scrip Dividend Scheme
9 Other Business (Voting) Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Fraser and Neave Limited
Meeting Date: 01/27/2014 Country: Singapore Meeting Type: Special Ticker: F99
Primary ISIN: SG1T58930911 Primary SEDOL: B17NLV6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Authorize Share Repurchase Program Mgmt For For
Fraser and Neave Limited
Meeting Date: 02/28/2014 Country: Singapore Meeting Type: Special Ticker: F99
Primary ISIN: SG1T58930911 Primary SEDOL: B17NLV6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Business Mgmt
Page 21 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Fraser and Neave Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Proposed Capital Reduction Mgmt For For
Fraser and Neave Limited
Meeting Date: 02/28/2014 Country: Singapore Meeting Type: Special Ticker: F99
Primary ISIN: SG1T58930911 Primary SEDOL: B17NLV6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Mandate for Transactions with Related Mgmt For For Parties
FUJIO FOOD SYSTEM CO. LTD.
Meeting Date: 03/28/2014 Country: Japan Meeting Type: Annual Ticker: 2752
Primary ISIN: JP3807770007 Primary SEDOL: 6566067
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5000
2.1 Elect Director Fujio, Masahiro Mgmt For For
2.2 Elect Director Zushi, Yusuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Fujio, Hideo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kuki, Yuichiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 22 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
FUJIO FOOD SYSTEM CO. LTD.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Maezono, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ito, Yasutaka Mgmt For For
3.1 Appoint Statutory Auditor Tanaka, Shinro Mgmt For For
3.2 Appoint Statutory Auditor Murakami, Takao Mgmt For For
Gildan Activewear Inc.
Meeting Date: 02/06/2014 Country: Canada Meeting Type: Annual Ticker: GIL
Primary ISIN: CA3759161035 Primary SEDOL: 2254645
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director William D. Anderson Mgmt For For
1.2 Elect Director Glenn J. Chamandy Mgmt For For
1.3 Elect Director Russell Goodman Mgmt For For
1.4 Elect Director Russ Hagey Mgmt For For
1.5 Elect Director George Heller Mgmt For For
1.6 Elect Director Sheila O'Brien Mgmt For For
1.7 Elect Director Pierre Robitaille Mgmt For For
1.8 Elect Director James R. Scarborough Mgmt For For
1.9 Elect Director Gonzalo F. Valdes-Fauli Mgmt For For
2 Approve Shareholder Rights Plan Mgmt For For
3 Advisory Vote on Executive Compensation Mgmt For For Approach
4 Ratify KPMG LLP as Auditors Mgmt For For
Grupo Industrial Maseca S.A.B. de C.V.
Meeting Date: 03/18/2014 Country: Mexico Meeting Type: Annual Ticker: MASECAB
Primary ISIN: MXP6458Q1586 Primary SEDOL: 2390572
Page 23 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Grupo Industrial Maseca S.A.B. de C.V.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Financial Statements and Statutory Mgmt For For Reports
2 Present Report on Adherence to Fiscal Mgmt Obligations
3 Approve Allocation of Income and Dividends Mgmt For For
4 Set Aggregate Nominal Amount of Share Mgmt For For Repurchase Reserve and Present Report of Operations with Treasury Shares
5 Elect Directors, Secretary, and Alternates; Verify Mgmt For Against Independence Classification of Directors; Approve Their Remuneration Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
6 Elect Chairmen of Audit and Corporate Practices Mgmt For Against Committees Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
7 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
8 Approve Minutes of Meeting Mgmt For For
Hill-Rom Holdings, Inc.
Meeting Date: 03/07/2014 Country: USA Meeting Type: Annual Ticker: HRC
Primary ISIN: US4314751029 Primary SEDOL: 2425924
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Rolf A. Classon Mgmt For For
Voter Rationale: Former employees or company founders are not sufficiently independent to serve on key board committees. Listing standard assumptions that independence can be restored after a five-year "cooling off" period are incorrect.
1.2 Elect Director William G. Dempsey Mgmt For For
1.3 Elect Director James R. Giertz Mgmt For For
1.4 Elect Director Charles E. Golden Mgmt For For
1.5 Elect Director John J. Greisch Mgmt For For
1.6 Elect Director William H. Kucheman Mgmt For For
Page 24 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Hill-Rom Holdings, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.7 Elect Director Ronald A. Malone Mgmt For For
1.8 Elect Director Eduardo R. Menasce Mgmt For For
1.9 Elect Director Joanne C. Smith Mgmt For For
2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies. Furthermore, plans should not pay out for below-median performance relative to peers. This undermines a pay-for-performance approach which should reward top level performance amongst the company's peer group. Such practices blunt the impact of variable pay.
3 Ratify Auditors Mgmt For For
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Hokkaido Coca-Cola Bottling Co. Ltd.
Meeting Date: 03/28/2014 Country: Japan Meeting Type: Annual Ticker: 2573
Primary ISIN: JP3847800004 Primary SEDOL: 6431314
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 6
2.1 Elect Director Yabuki, Taketsugu Mgmt For For
2.2 Elect Director Sasaki, Yasuyuki Mgmt For For
2.3 Elect Director Morikawa, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Maeda, Norihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Fudo, Naoki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 25 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Hokkaido Coca-Cola Bottling Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Hashida, Hisao Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Uchida, Hiroki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Sunohara, Makoto Mgmt For For
3.1 Appoint Statutory Auditor Hayashi, Shigeo Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Ueshima, Shinichi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.3 Appoint Statutory Auditor Yamazaki, Shun Mgmt For For
Hormel Foods Corporation
Meeting Date: 01/28/2014 Country: USA Meeting Type: Annual Ticker: HRL
Primary ISIN: US4404521001 Primary SEDOL: 2437264
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Terrell K. Crews Mgmt For For
1.2 Elect Director Jeffrey M. Ettinger Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and for preserving accountability.
1.3 Elect Director Jody H. Feragen Mgmt For For
1.4 Elect Director Glenn S. Forbes Mgmt For For
1.5 Elect Director Stephen M. Lacy Mgmt For For
1.6 Elect Director John L. Morrison Mgmt For For
1.7 Elect Director Elsa A. Murano Mgmt For For
1.8 Elect Director Robert C. Nakasone Mgmt For For
1.9 Elect Director Susan K. Nestegard Mgmt For For
Page 26 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Hormel Foods Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.10 Elect Director Dakota A. Pippins Mgmt For For
1.11 Elect Director Christopher J. Policinski Mgmt For For
2 Ratify Auditors Mgmt For For
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
3 Amend Omnibus Stock Plan Mgmt For For
Imperial Tobacco Group plc
Meeting Date: 02/05/2014 Country: United Kingdom Meeting Type: Annual Ticker: IMT
Primary ISIN: GB0004544929 Primary SEDOL: 0454492
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Remuneration Report Mgmt For For
3 Approve Remuneration Policy Mgmt For For
4 Approve Final Dividend Mgmt For For
5 Re-elect Dr Ken Burnett as Director Mgmt For For
6 Re-elect Alison Cooper as Director Mgmt For For
7 Re-elect David Haines as Director Mgmt For For
8 Re-elect Michael Herlihy as Director Mgmt For For
9 Re-elect Susan Murray as Director Mgmt For For
10 Re-elect Matthew Phillips as Director Mgmt For For
11 Elect Oliver Tant as Director Mgmt For For
12 Re-elect Mark Williamson as Director Mgmt For For
13 Re-elect Malcolm Wyman as Director Mgmt For For
14 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors
15 Authorise Board to Fix Remuneration of Auditors Mgmt For For
16 Authorise EU Political Donations and Mgmt For For Expenditure
Page 27 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Imperial Tobacco Group plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
17 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
18 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
19 Authorise Market Purchase of Ordinary Shares Mgmt For For
20 Authorise the Company to Call EGM with Two Mgmt For For Weeks' Notice
Jersey Electricity plc
Meeting Date: 03/06/2014 Country: Jersey Meeting Type: Annual Ticker: JEL
Primary ISIN: JE00B43SP147 Primary SEDOL: B43SP14
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports (Voting)
2 Approve Dividends Mgmt For For
3 Reelect Geoffrey Grime as a Director Mgmt For For
4 Reelect Clive Chaplin as a Director Mgmt For For
5 Reelect Mike Liston as a Director Mgmt For Against
Voter Rationale: The remuneration committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
6 Reelect Aaron Le Cornu as a Director Mgmt For For
7 Approve Deloitte LLP as Auditors and Authorize Mgmt For For Board to Fix Their Remuneration
Joyfull Co. Ltd.
Meeting Date: 03/22/2014 Country: Japan Meeting Type: Annual Ticker: 9942
Primary ISIN: JP3392900001 Primary SEDOL: 6479455
Page 28 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Joyfull Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
2 Amend Articles to Clarify Director Authorities Mgmt For For
3.1 Elect Director Anami, Yoichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.2 Elect Director Anami, Kurumi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Hatsuta, Seiji Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Kuniyoshi, Yasunobu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Shibamoto, Futoshi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Ono, Tetsuya Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonus Payment for Director Mgmt For Against
Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
Page 29 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
KB Financial Group Inc.
Meeting Date: 03/28/2014 Country: South Korea Meeting Type: Annual Ticker: 105560
Primary ISIN: KR7105560007 Primary SEDOL: B3DF0Y6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Financial Statements, Allocation of Mgmt For For Income, and Dividend of KRW 500 per Share
2.a Elect Cho Jae-Ho as Outside Director Mgmt For For
2.b Elect Kim Myung-Jig as Outside Director Mgmt For For
2.c Elect Shin Sung-Hwan as Outside Director Mgmt For For
2.d Reelect Lee Kyung-Jae as Outside Director Mgmt For For
2.e Reelect Kim Young-Jin as Outside Director Mgmt For For
2.f Reelect Hwang Gun-Ho as Outside Director Mgmt For For
2.g Reelect Lee Jong-Chun as Outside Director Mgmt For For
2.h Reelect Koh Seung-Eui as Outside Director Mgmt For For
3.a Elect Shin Sung-Hwan as Member of Audit Mgmt For For Committee
3.b Reelect Lee Kyung-Jae as Member of Audit Mgmt For For Committee
3.c Reelect Kim Young-Jin as Member of Audit Mgmt For For Committee
3.d Reelect Lee Jong-Chun as Member of Audit Mgmt For For Committee
3.e Reelect Koh Seung-Eui as Member of Audit Mgmt For For Committee
4 Approve Total Remuneration of Inside Directors Mgmt For For and Outside Directors
Kewpie Corp.
Meeting Date: 02/25/2014 Country: Japan Meeting Type: Annual Ticker: 2809
Primary ISIN: JP3244800003 Primary SEDOL: 6714509
Page 30 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Kewpie Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Miyake, Minesaburo Mgmt For For
Voter Rationale: F&C supports the election of the entire board following the introduction of an independent outside director on to the board this year. We encourage the company to continue governance reform. F&C expects Japanese companies to have sufficient independent external representation on the board - and would like to see three independent directors on the board in the coming years.
1.2 Elect Director Nakashima, Amane Mgmt For For
1.3 Elect Director Katsuyama, Tadaaki Mgmt For For
1.4 Elect Director Wada, Yoshiaki Mgmt For For
1.5 Elect Director Suda, Shigehiro Mgmt For For
1.6 Elect Director Takemura, Shigeki Mgmt For For
1.7 Elect Director Inoue, Nobuo Mgmt For For
1.8 Elect Director Furutachi, Masafumi Mgmt For For
1.9 Elect Director Goto, Nobutaka Mgmt For For
1.10 Elect Director Hyodo, Toru Mgmt For For
1.11 Elect Director Chonan, Osamu Mgmt For For
1.12 Elect Director Sakai, Ichiro Mgmt For For
2.1 Appoint Statutory Auditor Ichise, Jiro Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
2.2 Appoint Statutory Auditor Kasama, Haruo Mgmt For For
3 Approve Annual Bonus Payment to Directors Mgmt For For
4 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Korea Electric Power Corp.
Meeting Date: 03/14/2014 Country: South Korea Meeting Type: Special Ticker: 015760
Primary ISIN: KR7015760002 Primary SEDOL: 6495730
Page 31 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Korea Electric Power Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Reelect Koo Bon-Woo as Inside Director Mgmt For For
2.1 Elect Cho Jeon-Hyuk as Member of Audit Mgmt For For Committee
2.2 Elect Choi Kyo-Il as Member of Audit Committee Mgmt For For
KT Corp.
Meeting Date: 01/27/2014 Country: South Korea Meeting Type: Special Ticker: 030200
Primary ISIN: KR7030200000 Primary SEDOL: 6505316
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Elect Hwang, Chang-Gyu as President Mgmt For For
2 Approve Employment Contract with President Mgmt For For
KT Corp.
Meeting Date: 03/21/2014 Country: South Korea Meeting Type: Annual Ticker: 030200
Primary ISIN: KR7030200000 Primary SEDOL: 6505316
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Financial Statements, Allocation of Mgmt For For Income, and Dividend of KRW 800 per Share
2.1 Elect Han Hoon as Inside Director Mgmt For For
2.2 Elect Lim Heon-Moon as Inside Director Mgmt For For
Page 32 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
KT Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Kim Jong-Gu as Outside Director Mgmt For For
2.4 Elect Park Dae-Geun as Outside Director Mgmt For For
2.5 Elect Lim Joo-Hwan as Outside Director Mgmt For For
2.6 Elect Yoo Pil-Hwa as Outside Director Mgmt For For
2.7 Elect Jang Suk-Kwon as Outside Director Mgmt For For
3.1 Elect Sung Keuk-Je as Member of Audit Mgmt For For Committee
3.2 Elect Kim Jong-Gu as Member of Audit Mgmt For For Committee
3.3 Elect Yoo Pil-Hwa as Member of Audit Mgmt For For Committee
4 Approve Total Remuneration of Inside Directors Mgmt For For and Outside Directors
Kura Corporation
Meeting Date: 01/29/2014 Country: Japan Meeting Type: Annual Ticker: 2695
Primary ISIN: JP3268200007 Primary SEDOL: 6345965
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Tanaka, Kunihiko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.2 Elect Director Ito, Norihito Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.3 Elect Director Katsuki, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 33 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Kura Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Kamei, Manabu Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Tanaka, Setsuko Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Hisamune, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Tanaka, Makoto Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Baba, Kuniyuki Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
LG Display Co.
Meeting Date: 03/07/2014 Country: South Korea Meeting Type: Annual Ticker: 034220
Primary ISIN: KR7034220004 Primary SEDOL: B01VZN9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Financial Statements and Allocation of Mgmt For For Income
2.a Re-elect Kang Yoo-Sik as Non-Independent Mgmt For For Non-Executive Director
2.b Elect Kim Sang-Don as Inside Director Mgmt For For
2.c Re-elect Jang Jin as Outside Director Mgmt For For
Page 34 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
LG Display Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.a Re-elect Jang Jin as Member of Audit Mgmt For For Committee
4 Approve Total Remuneration of Inside Directors Mgmt For For and Outside Directors
Lion Corp.
Meeting Date: 03/28/2014 Country: Japan Meeting Type: Annual Ticker: 4912
Primary ISIN: JP3965400009 Primary SEDOL: 6518808
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Fujishige, Sadayoshi Mgmt For For
1.2 Elect Director Hama, Itsuo Mgmt For For
1.3 Elect Director Kasamatsu, Takayasu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.4 Elect Director Watari, Yuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.5 Elect Director Kikukawa, Masazumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.6 Elect Director Kobayashi, Kenjiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.7 Elect Director Shimizu, Yasuo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.8 Elect Director Kakui, Toshio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
1.9 Elect Director Shimaguchi, Mitsuaki Mgmt For For
Page 35 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Lion Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.10 Elect Director Yamada, Hideo Mgmt For For
2 Appoint Alternate Statutory Auditor Kojima, Mgmt For For Noboru
LUZ DEL SUR S.A.A.
Meeting Date: 03/27/2014 Country: Peru Meeting Type: Annual Ticker: LUSURC1
Primary ISIN: PEP702521001 Primary SEDOL: 2485263
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Financial Statements and Statutory Mgmt For For Reports
2 Approve Allocation of Income Mgmt For For
3 Elect Directors Mgmt For Against
Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
4 Appoint Auditors Mgmt For For
5 Approve Remuneration of Directors Mgmt For For
6 Approve Dividend Policy Mgmt For For
7 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Manutan International SA
Meeting Date: 03/13/2014 Country: France Meeting Type: Annual/Special Ticker: MAN
Primary ISIN: FR0000032302 Primary SEDOL: 4564869
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
Page 36 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Manutan International SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Financial Statements and Statutory Mgmt For Against Reports Voter Rationale: Despite the unqualified opinion and the lack of controversy in connection with financial statements and statutory reports, we voted against this item as the company failed to propose a resolution on its executive compensation and did not provide any specific explanation to shareholders concerning this change of corporate governance code.
2 Approve Consolidated Financial Statements and Mgmt For For Statutory Reports
3 Approve Allocation of Income and Dividends of Mgmt For For EUR 1.13 per Share
4 Approve Auditors' Special Report on Mgmt For Against Related-Party Transactions Regarding New Transactions Voter Rationale: Shareholders should be given relevant and sufficient information to make an informed decision.
5 Approve Severance Payment Agreement with Mgmt For Against Brigitte Auffret Voter Rationale: Awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value .
6 Elect Violette Watine as Director Mgmt For For
7 Ratify Change of Registered Office to ZAC du Mgmt For For Parc des Tulipes, Avenue du 21 eme siecle, 95500 Gonesse
8 Authorize Repurchase of Up to 5 Percent of Mgmt For Against Issued Share Capital Voter Rationale: Shares should not be repurchased at a premium/discount to the market price of more than 10%.
Extraordinary Business Mgmt
9 Authorize Decrease in Share Capital via Mgmt For For Cancellation of Repurchased Shares
10 Authorize up to 1 Percent of Issued Capital for Mgmt For Against Use in Restricted Stock Plans Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.
11 Authorize Filing of Required Documents/Other Mgmt For For Formalities
McDonald's Holdings Company (Japan) Ltd.
Meeting Date: 03/25/2014 Country: Japan Meeting Type: Annual Ticker: 2702
Primary ISIN: JP3750500005 Primary SEDOL: 6371863
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
McDonald's Holdings Company (Japan) Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 30
2 Amend Articles To Clarify Director Authorities Mgmt For For
3 Elect Director Sarah L. Casanova Mgmt For For
Metro Inc.
Meeting Date: 01/28/2014 Country: Canada Meeting Type: Annual Ticker: MRU
Primary ISIN: CA59162N1096 Primary SEDOL: 2583952
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Marc DeSerres Mgmt For For
1.2 Elect Director Claude Dussault Mgmt For For
1.3 Elect Director Serge Ferland Mgmt For For
1.4 Elect Director Paule Gauthier Mgmt For Withhold
Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
1.5 Elect Director Paul Gobeil Mgmt For Withhold
Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
1.6 Elect Director Russell Goodman Mgmt For For
1.7 Elect Director Christian W.E. Haub Mgmt For For
1.8 Elect Director Michel Labonte Mgmt For For
1.9 Elect Director Eric R. La Fleche Mgmt For For
1.10 Elect Director Pierre H. Lessard Mgmt For For
1.11 Elect Director Marie-Jose Nadeau Mgmt For Withhold
Voter Rationale: The board should not contain a significant number of directors with board tenure in excess of 12 years. The nominating committee should remove directors who have long board tenure from committees that require absolute independence.
1.12 Elect Director Real Raymond Mgmt For For
Page 38 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Metro Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.13 Elect Director Line Rivard Mgmt For For
1.14 Elect Director Michael T. Rosicki Mgmt For For
1.15 Elect Director John H. Tory Mgmt For For
2 Ratify Ernst & Young LLP as Auditors Mgmt For For
3 Advisory Vote on Executive Compensation Mgmt For Against Approach Voter Rationale: Submitting the executive compensation plan to shareholders for an advisory vote is a good practice and helps identify investor concerns. A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice for large companies.
Shareholder Proposals Mgmt
4 SP 1: Phase Out Stock Options as a Form of SH Against Withhold Compensation Voter Rationale: While the proposal is overly prescriptive in restricting the ability of the committee to grant performance vesting options, we share the proponent's underlying concern that the emphasis on time vesting stock options does not incentivize truly exceptional performance.
5 SP 2: Advisory Vote on Executive Officers' SH Against Withhold Compensation Voter Rationale: It is good governance practice to give shareholders the ability to express opinions on the structure and outcomes of executive compensation packages. It is noted that this company has voluntarily adopted this practice. The threshold of support requiring additional disclosures as presented in this proposal is too low.
6 SP 3: Increase Representation of Women on the SH Against Withhold Board Voter Rationale: While a verbal report on efforts to increase gender diversity is unlikely to prove as useful as a written report, additional disclosure is merited.
Netcare Ltd
Meeting Date: 02/07/2014 Country: South Africa Meeting Type: Annual Ticker: NTC
Primary ISIN: ZAE000011953 Primary SEDOL: 6636421
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports for the Year Ended 30 September 2013
2 Reappoint Grant Thornton as Auditors of the Mgmt For For Company with EFG Dreyer as the Designated Auditor and Authorise Their Remuneration
Page 39 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Netcare Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Re-elect Meyer Kahn as Director Mgmt For Against
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity. Furthermore, the nomination committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
3.2 Re-elect Martin Kuscus as Director Mgmt For For
3.3 Re-elect Jerry Vilakazi as Director Mgmt For For
4.1 Re-elect Thevendrie Brewer as Chairperson of Mgmt For For the Audit Committee
4.2 Re-elect Hymie Levin as Member of the Audit Mgmt For Against Committee Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
4.3 Re-elect Azar Jammine as Member of the Audit Mgmt For Against Committee Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
4.4 Re-elect Norman Weltman as Member of the Mgmt For Against Audit Committee Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
5 Place Unissued Ordinary Shares under Control Mgmt For For of Directors
6 Place Unissued Cumulative, Non-Redeemable, Mgmt For For Non-Convertible Preference Shares under Control of Directors
7 Authorise Board to Issue Shares for Cash up to Mgmt For For a Maximum of Five Percent of Issued Share Capital
8 Approve Remuneration Policy Mgmt For Against
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time. Furthermore, this plan could lead to excessive dilution.
9 Authorise Board to Ratify and Execute Approved Mgmt For For Resolutions
10 Authorise Repurchase of Up to 20 Percent of Mgmt For Against Issued Share Capital Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.
11 Approve Remuneration of Non-Executive Mgmt For For Directors
12 Approve Financial Assistance to Related and Mgmt For Against Inter-related Companies Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.
Page 40 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Newriver Retail Limited
Meeting Date: 02/18/2014 Country: Guernsey Meeting Type: Special Ticker: NRR
Primary ISIN: GG00B4Z05859 Primary SEDOL: B4Z0585
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Resolution Mgmt
1 Approve Issuance of Shares in Connection with Mgmt For For the Placing
Special Resolution Mgmt
2 Approve Disapplication of Pre-emption Rights in Mgmt For For Relation to the Placing
Odontoprev S.A.
Meeting Date: 01/27/2014 Country: Brazil Meeting Type: Special Ticker: ODPV3
Primary ISIN: BRODPVACNOR4 Primary SEDOL: B1H6R62
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Randal Luiz Zanetti as Director Mgmt For Against
Voter Rationale: The board should include at least 33% independent non-executive directors to ensure appropriate balance of independence and objectivity.
Orior AG
Meeting Date: 03/25/2014 Country: Switzerland Meeting Type: Annual Ticker: ORON
Primary ISIN: CH0111677362 Primary SEDOL: B5VW1G2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
Page 41 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Orior AG
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Approve Allocation of Income Mgmt For For
Voter Rationale: Votes FOR the allocation of income and the distribution of dividends are warranted as these are routine requests and no concerns have been identified.
2.2 Approve Transfer of CHF 11.7 Million from Mgmt For For Capital Contribution Reserves to Free Reserves and Dividends of CHF 1.97 per Registered Share from Free Reserves
3 Approve Discharge of Board and Senior Mgmt For For Management
4.1.1 Elect Rolf Sutter as Board Chairman Mgmt For For
4.1.2 Elect Rolf Friedli as Director Mgmt For For
4.1.3 Elect Christoph Clavadetscher as Director Mgmt For For
4.1.4 Elect Edgar Fluri as Director Mgmt For For
4.1.5 Elect Dominik Sauter as Director Mgmt For For
4.1.6 Elect Monika Walser as Director Mgmt For For
4.2.1 Appoint Christoph Clavadetscher as Member of Mgmt For For the Compensation Committee
4.2.2 Appoint Rolf Friedli as Member of the Mgmt For For Compensation Committee
4.2.3 Appoint Rolf Sutter as Member of the Mgmt For For Compensation Committee
4.3 Ratify Ernst & Young AG as Auditors Mgmt For For
4.4 Designate Ines Poeschel as Independent Proxy Mgmt For For
5 Approve Creation of CHF 4.8 Million Pool of Mgmt For For Capital without Preemptive Rights
6.1 Amend Articles Re: Ordinance Against Excessive Mgmt For Against Remuneration at Listed Companies Voter Rationale: Item 6.1A vote AGAINST the proposed article amendments is warranted, because it would allow directors to hold up to five outside mandates at listed companiesItems 6.2-6.3Votes FOR these resolutions are warranted.This notwithstanding, some shareholders may have concerned about the principles underlying the compensation of members of the board of directors and executives.
6.2 Amend Articles Re: Remuneration of Members Mgmt For For of the Board of Directors
6.3 Amend Articles Re: Remuneration of Members Mgmt For For of the Management Board
Otsuka Corporation
Meeting Date: 03/27/2014 Country: Japan Meeting Type: Annual Ticker: 4768
Primary ISIN: JP3188200004 Primary SEDOL: 6267058
Page 42 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Otsuka Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 235
Park 24 Co.
Meeting Date: 01/29/2014 Country: Japan Meeting Type: Annual Ticker: 4666
Primary ISIN: JP3780100008 Primary SEDOL: 6667733
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 40
2.1 Elect Director Nishikawa, Koichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Sasaki, Kenichi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Kawakami, Norifumi Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kawasaki, Keisuke Mgmt For Against
Voter Rationale: The board should recruit an outside director as a first step to broaden and diversify board discussion. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director. The board should eventually include at least three outside and independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.1 Appoint Statutory Auditor Uenishi, Seishi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
3.2 Appoint Statutory Auditor Takeda, Tsunekazu Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Page 43 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Park 24 Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Retirement Bonus Payment for Mgmt For For Directors and Statutory Auditor
5 Approve Special Payments in Connection with Mgmt For For Abolition of Retirement Bonus System
PCCW Limited
Meeting Date: 02/28/2014 Country: Hong Kong Meeting Type: Special Ticker: 00008
Primary ISIN: HK0008011667 Primary SEDOL: 6574071
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Acquisition of the Entire Equity Interest Mgmt For For in CSL New World Mobility Limited by HKT Limited and Related Transactions
Pick n Pay Stores Ltd
Meeting Date: 02/12/2014 Country: South Africa Meeting Type: Special Ticker: PIK
Primary ISIN: ZAE000005443 Primary SEDOL: 6688068
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Resolution Mgmt
1 Approve Forfeitable Share Plan Mgmt For Against
Voter Rationale: This plan could lead to excessive dilution.
Ordinary Resolutions Mgmt
1 Approve Issuance of Shares for the Purposes of Mgmt For Against the Forfeitable Share Plan and the 1997 Employee Share Option Scheme Voter Rationale: This plan could lead to excessive dilution.
2.1 Elect Audrey Mothupi as Director Mgmt For For
2.2 Elect David Friedland as Director Mgmt For For
2.3 Elect John Gildersleeve as Director Mgmt For For
Page 44 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Pick n Pay Stores Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Authorise Board to Ratify and Execute Approved Mgmt For For Resolutions
POSCO
Meeting Date: 03/14/2014 Country: South Korea Meeting Type: Annual Ticker: 005490
Primary ISIN: KR7005490008 Primary SEDOL: 6693233
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Financial Statements, Allocation of Mgmt For For Income, and Dividend of KRW 6,000 per Share
2.1.a Elect Kim Il-Sup as Outside Director Mgmt For For
2.1.b Elect Seon Woo-Young as Outside Director Mgmt For For
2.1.c Elect Ahn Dong-Hyun as Outside Director Mgmt For For
2.2.a Elect Kim Il-Sup as Member of Audit Committee Mgmt For For
2.2.b Elect Seon Woo-Young as Member of Audit Mgmt For For Committee
2.3.a Elect Kwon Oh-Joon as Inside Director Mgmt For For
2.3.b Elect Kim Jin-Il as Inside Director Mgmt For For
2.3.c Elect Lee Young-Hoon as Inside Director Mgmt For For
2.3.d Elect Yoon Dong-Joon as Inside Director Mgmt For For
3 Approve Total Remuneration of Inside Directors Mgmt For For and Outside Directors
Power Assets Holdings Ltd.
Meeting Date: 01/06/2014 Country: Hong Kong Meeting Type: Special Ticker: 00006
Primary ISIN: HK0006000050 Primary SEDOL: 6435327
Page 45 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Power Assets Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Proposed Spin-off and Related Mgmt For For Transactions
PPC Ltd
Meeting Date: 01/27/2014 Country: South Africa Meeting Type: Annual Ticker: PPC
Primary ISIN: ZAE000170049 Primary SEDOL: B7C6V89
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Resolutions Mgmt
1 Elect Todd Moyo as Director Mgmt For For
2 Re-elect Bridgette Modise as Director Mgmt For For
3 Re-elect Joe Shibambo as Director Mgmt For For
4 Reappoint Deloitte & Touche as Auditors of the Mgmt For For Company
5 Authorise Board to Fix Remuneration of the Mgmt For For Auditors
6 Re-elect Tim Ross as Member of Audit Mgmt For For Committee
7 Re-elect Zibusiso Kganyago as Member of Audit Mgmt For For Committee
8 Re-elect Bridgette Modise as Member of Audit Mgmt For For Committee
9 Approve Remuneration Policy Mgmt For Against
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time. Furthermore, all exceptional awards should be clearly linked to performance and demonstrate shareholder value creation in addition to and above that expected of directors as a normal part of their jobs.
Special Resolutions Mgmt
1 Approve Financial Assistance to Related or Mgmt For Against Inter-related Company Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.
2 Approve Remuneration of Non-Executive Mgmt For For Directors
Page 46 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
PPC Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Authorise Repurchase of Up to Ten Percent of Mgmt For For Issued Share Capital
PPC Ltd
Meeting Date: 03/18/2014 Country: South Africa Meeting Type: Special Ticker: PPC
Primary ISIN: ZAE000170049 Primary SEDOL: B7C6V89
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Resolutions Mgmt
1 Approve Increase in Authorised Preference Mgmt For For Shares
2 Amend Memorandum of Incorporation Mgmt For For
3 Place Authorised but Unissued Preference Mgmt For For Shares under Control of Directors in Respect of the Initial Issue
4 Place Authorised but Unissued Preference Mgmt For For Shares under Control of Directors in Respect of Subsequent Issues
5 Authorise Repurchase of PPC Black Managers Mgmt For For Trust Shares
6 Authorise Repurchase of PPC Community Trust Mgmt For For Funding SPV Shares
7 Authorise Repurchase of PPC Construction Mgmt For For Industry Associations Trust Funding SPV Shares
8 Authorise Repurchase of PPC Education Trust Mgmt For For Funding SPV Shares
9 Authorise Repurchase of PPC Team Benefit Mgmt For For Trust Funding SPV Shares
10 Approve Financial Assistance in Relation to the Mgmt For For Settlement of Obligations Associated with the First BEE Transaction
11 Approve Financial Assistance to PPC Phakamani Mgmt For For Trust
12 Authorise Repurchase of PPC Phakamani Trust Mgmt For For Repurchase Shares
Ordinary Resolutions Mgmt
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
PPC Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Waive All and Any Pre-emption Rights which the Mgmt For For PPC Shareholders may be Entitled to Under the Current Memorandum of Incorporation in Connection with the Issue of Preference Shares Pursuant to the Preference Share Issue Programme
2 Approve Issue of the Initial PPC Phakamani Mgmt For For Trust Shares to PPC Phakamani Trust
Public Bank Berhad
Meeting Date: 03/31/2014 Country: Malaysia Meeting Type: Annual Ticker: PBBANK
Primary ISIN: MYL1295OO004 Primary SEDOL: B012W42
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Business Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Elect Tang Wing Chew as Director Mgmt For For
3 Elect Teh Hong Piow as Director Mgmt For For
4 Elect Thong Yaw Hong as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors in line with Malaysia's corporate governance code. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
5 Elect Tay Ah Lek as Director Mgmt For For
6 Elect Lee Kong Lam as Director Mgmt For Against
Voter Rationale: For companies without an independent chairman, the board should include at least 50% independent directors in line with Malaysia's corporate governance code. Furthermore, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
7 Elect Lai Wan as Director Mgmt For For
8 Approve Remuneration of Directors Mgmt For For
9 Approve KPMG as Auditors and Authorize Board Mgmt For For to Fix Their Remuneration
10 Approve Merger of Ordinary Shares Mgmt For For
Special Business Mgmt
1 Amend Memorandum and Articles of Association Mgmt For For
Page 48 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Public Power Corporation S.A.
Meeting Date: 01/31/2014 Country: Greece Meeting Type: Special Ticker: PPC
Primary ISIN: GRS434003000 Primary SEDOL: 7268298
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Meeting Mgmt
1 Approve Actions of Board Regarding the Prcing Mgmt For For of the Company Aluminium SA
2 Ratify Director Appointment Mgmt For For
3 Ratify Appointment of Member of Audit Mgmt For For Committee
4 Other Business Mgmt For Against
Voter Rationale: Any Other Business should not be a voting item.
Public Power Corporation S.A.
Meeting Date: 02/28/2014 Country: Greece Meeting Type: Special Ticker: PPC
Primary ISIN: GRS434003000 Primary SEDOL: 7268298
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Repeat Meeting Agenda Mgmt
1 Approve Actions of Board Regarding the Pricing Mgmt For For of Energy Provided by the Company to Aluminium SA
Reunert Ltd
Meeting Date: 02/17/2014 Country: South Africa Meeting Type: Annual Ticker: RLO
Primary ISIN: ZAE000057428 Primary SEDOL: 6728726
Page 49 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Reunert Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Alan Dickson as Director Mgmt For For
2 Elect Sarita Martin as Director Mgmt For For
3 Elect Mark Taylor as Director Mgmt For For
4 Re-elect Sean Jagoe as Director Mgmt For Against
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
5 Re-elect Thandi Orleyn as Director Mgmt For Against
Voter Rationale: For widely held companies, the board should include at least 50% independent non-executive directors to ensure appropriate balance of independence and objectivity.
6 Re-elect Brand Pretorius as Director Mgmt For For
7 Re-elect Rynhardt van Rooyen as Member of Mgmt For For the Audit Committee
8 Re-elect Sean Jagoe as Member of the Audit Mgmt For Against Committee Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
9 Elect Sarita Martin as Member of the Audit Mgmt For For Committee
10 Re-elect Trevor Munday as Member of the Audit Mgmt For For Committee
11 Reappoint Deloitte & Touche as Auditors of the Mgmt For For Company with Patrick Smit as the Individual Designated Auditor and Authorise Their Remuneration
12 Approve Remuneration Policy Mgmt For Against
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
13 Approve Resolutions or Agreements of Mgmt For For Executive Directors and Prescribed Officers in Contravention of Section 75 of Companies Act but Only to the Extent that the Relevant Resolutions or Agreements Fell Within the Ambit of Section 75 of Companies Act
14 Approve Issue of Shares in Terms of the Mgmt For For Reunert 1985 Share Option Scheme, Reunert 1988 Share Purchase Scheme and the Reunert 2006 Share Option Scheme
15 Authorise Repurchase of Up to Five Percent of Mgmt For For Issued Share Capital
16 Approve Remuneration of Non-Executive Mgmt For For Directors
Page 50 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Reunert Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
17 Approve Financial Assistance to Related or Mgmt For Against Inter-related Company Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.
18 Authorise Board to Ratify and Execute Approved Mgmt For For Resolutions
Ringkjobing Landbobank
Meeting Date: 02/26/2014 Country: Denmark Meeting Type: Annual Ticker: RILBA
Primary ISIN: DK0060032068 Primary SEDOL: B105JH1
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Elect Chairman of Meeting Mgmt For For
2 Receive and Adopt Report of Board Mgmt For For
3 Accept Financial Statements and Statutory Mgmt For For Reports
4 Approve Allocation of Income Mgmt For For
5 Reelect Gert Asmussen, Niels Ole Hansen, Mgmt For For Tonny Hansen, Leif Haubjerg, Lars Moller, Martin Pedersen, Ole Pedersen, and Kristian Skannerup as Members of Committee of Representatives; Elect Niels Madsen and Allan Sorensen as New Members
Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate to enable shareholders to hold directors individually accountable for their performance.
6 Ratify PricewaterhouseCoopers as Auditors Mgmt For For
7 Authorize Share Repurchase Program Mgmt For For
8a Extend Current Capital Issuance Authorizations Mgmt For Against to Feb. 25, 2019; Amend Articles of Association
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
8b Approve DKK 300,000 Reduction in Share Mgmt For For Capital via Share Cancellation
8c Authorize Repurchase of up to 110,000 Shares Mgmt For For for Cancellation Purposes
8d Authorize Editorial Changes to Adopted Mgmt For For Resolutions in Connection with Registration with Danish Authorities
Page 51 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Rokko Butter Co., Ltd.
Meeting Date: 03/28/2014 Country: Japan Meeting Type: Annual Ticker: 2266
Primary ISIN: JP3984800007 Primary SEDOL: 6747497
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 15 Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
2 Approve Annual Bonus Payment to Directors Mgmt For For and Statutory Auditors
Royal Holdings Co. Ltd.
Meeting Date: 03/27/2014 Country: Japan Meeting Type: Annual Ticker: 8179
Primary ISIN: JP3983600002 Primary SEDOL: 6754583
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 14
2.1 Elect Director Kikuchi, Tadao Mgmt For For
2.2 Elect Director Yazaki, Seiji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.3 Elect Director Nonomura, Akito Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Kurosu, Yasuhiro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Kimura, Tomoatsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 52 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Royal Holdings Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Kido, Satoshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Tominaga, Mari Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.8 Elect Director Sueyoshi, Norio Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3 Appoint Statutory Auditor Watanabe, Yoshio Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Samsung Electronics Co. Ltd.
Meeting Date: 03/14/2014 Country: South Korea Meeting Type: Annual Ticker: 005930
Primary ISIN: KR7005930003 Primary SEDOL: 6771720
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for GDR Holders Mgmt
1 Approve Financial Statements, Allocation of Mgmt For For Income, and Dividend of KRW 13,800 per Share
2 Approve Total Remuneration of Inside Directors Mgmt For For and Outside Directors
Senshukai Co. Ltd.
Meeting Date: 03/28/2014 Country: Japan Meeting Type: Annual Ticker: 8165
Primary ISIN: JP3424600009 Primary SEDOL: 6795474
Page 53 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Senshukai Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 12
2 Amend Articles to Amend Business Lines Mgmt For For
3.1 Elect Director Yukimachi, Yasuhiro Mgmt For For
3.2 Elect Director Tanabe, Michio Mgmt For For
3.3 Elect Director Sawamoto, Shohachi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.4 Elect Director Asada, Mamoru Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Hoshino, Hiroyuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Sugiura, Koichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Masutani, Kazuhisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Oishi, Tomoko Mgmt For For
3.9 Elect Director Sano, Toshikatsu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Appoint Statutory Auditor Morimoto, Hiroshi Mgmt For Against
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
5 Appoint Alternate Statutory Auditor Masui, Mgmt For For Koichi
6 Approve Takeover Defense Plan (Poison Pill) Mgmt For Against
Voter Rationale: Decisions related to the exercise of a poison pill should be undertaken by independent directors on behalf of the board. The board should avoid provisions that empower the board to block potential bids through onerous information requests. The best defence against takeover is high quality management and efficient utilisation of assets.
Page 54 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Shinhan Financial Group Co. Ltd.
Meeting Date: 03/26/2014 Country: South Korea Meeting Type: Annual Ticker: 055550
Primary ISIN: KR7055550008 Primary SEDOL: 6397502
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Financial Statements, Allocation of Mgmt For For Income, and Dividend of KRW 650 per Share
2.1 Reelect Han Dong-Woo as Inside Director Mgmt For For
2.2 Reelect Kwon Tae-Eun as Outside Director Mgmt For For
2.3 Reelect Kim Gi-Young as Outside Director Mgmt For For
2.4 Reelect Kim Suk-Won as Outside Director Mgmt For For
2.5 Reelect Namgoong Hoon as Outside Director Mgmt For For
2.6 Elect Lee Man-Woo as Outside Director Mgmt For For
2.7 Reelect Lee Sang-Gyung as Outside Director Mgmt For For
2.8 Elect Chung Jin as Outside Director Mgmt For For
2.9 Reelect Hirakawa Haruki as Outside Director Mgmt For For
2.10 Reelect Philippe Aguignier as Outside Director Mgmt For For
3.1 Reelect Kwon Tae-Eun as Member of Audit Mgmt For For Committee
3.2 Reelect Kim Suk-Won as Member of Audit Mgmt For For Committee
3.3 Elect Lee Man-Woo as Member of Audit Mgmt For For Committee
3.4 Reelect Lee Sang-Gyung as Member of Audit Mgmt For For Committee
4 Approve Total Remuneration of Inside Directors Mgmt For For and Outside Directors
SK Telecom Co.
Meeting Date: 03/21/2014 Country: South Korea Meeting Type: Annual Ticker: 017670
Primary ISIN: KR7017670001 Primary SEDOL: 6224871
Page 55 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
SK Telecom Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Financial Statements, Allocation of Mgmt For For Income, and Dividend of KRW 8,400 per Share
2 Amend Articles of Incorporation Mgmt For For
3.1 Reelect Ha Sung-Min as Inside Director Mgmt For For
3.2 Reelect Chung Jay-Young as Outside Director Mgmt For For
3.3 Elect Lee Jae-Hoon as Outside Director Mgmt For For
3.4 Elect Ahn Jae-Hyun as Outside Director Mgmt For For
4 Elect Ahn Jae-Hyun as Member of Audit Mgmt For For Committee
5 Approve Total Remuneration of Inside Directors Mgmt For For and Outside Directors
Tauron Polska Energia SA
Meeting Date: 01/07/2014 Country: Poland Meeting Type: Special Ticker: TPE
Primary ISIN: PLTAURN00011 Primary SEDOL: B5P7L41
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Open Meeting Mgmt
2 Elect Meeting Chairman Mgmt For For
3 Acknowledge Proper Convening of Meeting Mgmt
4 Approve Agenda of Meeting Mgmt For For
5 Waive Secrecy of Voting When Electing Mgmt For For Members of Vote Counting Commission
6 Elect Members of Vote Counting Commission Mgmt For For
7 Amend Statute Mgmt For For
8 Fix Number of Supervisory Board Members Mgmt For For
Page 56 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Tauron Polska Energia SA
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Approve Changes in Composition of Supervisory Mgmt For Against Board Voter Rationale: Companies should provide sufficient information on directors standing for election at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.
10 Close Meeting Mgmt
TDC A/S
Meeting Date: 03/06/2014 Country: Denmark Meeting Type: Annual Ticker: TDC
Primary ISIN: DK0060228559 Primary SEDOL: 5698790
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Receive Report of Board Mgmt
2 Accept Financial Statements and Statutory Mgmt For For Reports
3 Approve Discharge of Management and Board Mgmt For For
4 Approve Allocation of Income Mgmt For For
5a Reelect Vagn Sorensen as Director Mgmt For For
5b Reelect Pierre Danon as Director Mgmt For For
5c Reelect Stine Bosse as Director Mgmt For For
5d Reelect Angus Porter as Director Mgmt For For
5e Reelect Soren Sorensen as Director Mgmt For For
5f Reelect Pieter Knook as Director Mgmt For For
6 Ratify PricewaterhouseCoopers as Auditors Mgmt For For
7a Authorize Share Repurchase Program Mgmt For For
7b Amend Guidelines for Incentive-Based Mgmt For For Compensation for Executive Management and Board
7c Approve Remuneration of Directors in the Mgmt For For Amount of DKK 1.1 Million for Chairman, DKK 700,000 for Vice Chairman, and DKK 400,000 for Other Members; Approve Remuneration for Committee Work
7d Amend Articles of Association Mgmt For For
7e Amend Authorisation to Increase Share Capital Mgmt For For
Page 57 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
TDC A/S
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7f Approve Publication of Information in English Mgmt For For
8 Other Business Mgmt
Teva Pharmaceutical Industries Ltd.
Meeting Date: 02/24/2014 Country: Israel Meeting Type: Special Ticker: TEVA
Primary ISIN: IL0006290147 Primary SEDOL: 6882172
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Meeting for ADR Holders Mgmt
1 Approve Employment Terms of Erez Vigodman, Mgmt For Against President and Chief Executive Officer-Designate
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.
The Link Real Estate Investment Trust
Meeting Date: 02/18/2014 Country: Hong Kong Meeting Type: Special Ticker: 00823
Primary ISIN: HK0823032773 Primary SEDOL: B0PB4M7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Special Business Mgmt
1 Approve Expanded Geographical Investment Mgmt For For Scope
2 Amend Trust Deed Re: Investment Scope Trust Mgmt For For Deed Amendments
3 Amend Trust Deed Re: Authorized Investments Mgmt For For and Related Activities
4 Amend Trust Deed Re: Issuance of Units and/or Mgmt For Against Convertible Instruments to a Connected Person
Voter Rationale: Changes in company's articles or by-laws should not erode shareholder rights.
Page 58 of 69
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The Link Real Estate Investment Trust
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Amend Trust Deed Re: Manager's and Trustee's Mgmt For For Ability to Borrow or Raise Money for The Link Real Estate Investment Trust
6 Amend Trust Deed Re: Voting by a Show of Mgmt For For Hands
7 Amend Trust Deed Re: Other Miscellaneous Mgmt For For Amendments
The Sage Group plc
Meeting Date: 03/06/2014 Country: United Kingdom Meeting Type: Annual Ticker: SGE
Primary ISIN: GB00B8C3BL03 Primary SEDOL: B8C3BL0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3 Re-elect Donald Brydon as Director Mgmt For For
4 Re-elect Guy Berruyer as Director Mgmt For For
5 Elect Neil Berkett as Director Mgmt For For
6 Elect Drummond Hall as Director Mgmt For For
7 Elect Steve Hare as Director Mgmt For For
8 Elect Jonathan Howell as Director Mgmt For For
9 Re-elect Ruth Markland as Director Mgmt For For
10 Reappoint PricewaterhouseCoopers LLP as Mgmt For For Auditors
11 Authorise Board to Fix Remuneration of Auditors Mgmt For For
12 Approve Remuneration Report Mgmt For Against
Voter Rationale: We are concerned about a significant increase in the base salary granted to the CEO; we would also like to see bonus target ranges disclosed on a retrospective basis alongside actual performance and levels of awards achieved. We are also concerned that organic revenue growth is used as a performance metric under the annual bonus scheme and the LTIP.
Page 59 of 69
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Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
The Sage Group plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
13 Approve Remuneration Policy Mgmt For Against
Voter Rationale: We voted against due to a number of concerns over the proposed remuneration policy: 1) all significant increases in executive directors' base pay should be preceeded by consultation with shareholders; 2) a deferred element of the annual bonus scheme is very low and should be increased; 3) we would not expect any bonus awards for below target performance; 4) we are concerned about the same organic revenue growth metric being used under the annual bonus scheme and the PSP; we are also unclear as to what would actually be considered as organic revenue growth, particualrly for long-term incentive plan purposes (e.g. how will acquisitions be treated under this metrics); 5) we would like to see malus/clawback provisions within incentive plans; 6) we would like to see a much tighter recruitment policy and would encourage the committee to ensure that all rewards to new recruits are made within the limits of the policy, which we see as sufficiently generous to enable recruitment of executives of the appropriate calibre; 7) we discourage companies from using exemption 9.4.2 of the listing rules to grant awards to newly appointed directors.
14 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
15 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
16 Authorise Market Purchase of Ordinary Shares Mgmt For For
17 Authorise the Company to Call EGM with Two Mgmt For For Weeks' Notice
The Spar Group Ltd
Meeting Date: 02/11/2014 Country: South Africa Meeting Type: Annual Ticker: SPP
Primary ISIN: ZAE000058517 Primary SEDOL: B038WK4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Ordinary Resolutions Mgmt
1 Accept Financial Statements and Statutory Mgmt For For Reports for the Year Ended 30 September 2013
2.1 Re-elect Harish Mehta as Director Mgmt For For
2.2 Re-elect Mziwakhe Madi as Director Mgmt For For
3 Elect Graham O'Connor as Director Mgmt For For
4 Reappoint Deloitte & Touche as Auditors of the Mgmt For For Company with Brian Botes as the Designated Auditor
5.1 Re-elect Chris Wells as Chairman of the Audit Mgmt For For Committee
5.2 Re-elect Harish Mehta as Member of the Audit Mgmt For For Committee
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The Spar Group Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.3 Re-elect Peter Hughes as Member of the Audit Mgmt For Against Committee Voter Rationale: The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Special Resolutions Mgmt
1 Approve Financial Assistance to Related or Mgmt For Against Inter-related Companies Voter Rationale: Shareholder funds should not be used to grant financial assistance to directors, officers or related persons without a clearly disclosed and fully justified explanation.
2 Approve Remuneration of Non-Executive Mgmt For For Directors for the Period 1 March 2014 to 28 February 2015
3 Approve Conditional Share Plan Mgmt For For
4 Place Authorised but Unissued Shares Under Mgmt For Against Control of Directors Pursuant to the Employee Share Trust (2004) Voter Rationale: This plan could lead to excessive dilution. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.
5 Place Authorised but Unissued Shares Under Mgmt For For Control of Directors Pursuant to the Conditional Share Plan
Non-binding Advisory Vote Mgmt
1 Approve Remuneration Policy Mgmt For Against
Voter Rationale: This plan could lead to excessive dilution. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over time.
Tokyu Recreation
Meeting Date: 03/28/2014 Country: Japan Meeting Type: Annual Ticker: 9631
Primary ISIN: JP3569800000 Primary SEDOL: 6895040
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 3
2.1 Elect Director Sato, Hitoshi Mgmt For For
2.2 Elect Director Kanno, Shinzo Mgmt For For
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Tokyu Recreation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Sato, Atsushi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Ishizaki, Tatsuro Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Nomoto, Hirofumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Ishiwata, Tsuneo Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Osuga, Yorihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Torigoe Co. Ltd.
Meeting Date: 03/28/2014 Country: Japan Meeting Type: Annual Ticker: 2009
Primary ISIN: JP3636200002 Primary SEDOL: 6897165
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 12
2.1 Elect Director Yamashita, Yoshiharu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.2 Elect Director Torigoe, Tetsu Mgmt For For
2.3 Elect Director Takamine, Kazuhiro Mgmt For For
2.4 Elect Director Hayashi, Masayuki Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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Torigoe Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Udo, Masakata Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Nakagawa, Tatsufumi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.7 Elect Director Tanaka, Yuji Mgmt For For
Toukei Computer
Meeting Date: 03/26/2014 Country: Japan Meeting Type: Annual Ticker: 4746
Primary ISIN: JP3590850008 Primary SEDOL: 6211903
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 45
2.1 Elect Director Koda, Hiroyasu Mgmt For For
2.2 Elect Director Koda, Hideki Mgmt For For
2.3 Elect Director Yoshida, Kazuto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.4 Elect Director Koga, Yuji Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.5 Elect Director Ono, Mitsumasa Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
2.6 Elect Director Mamiya, Toshiaki Mgmt For Against
Voter Rationale: Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Furthermore, the board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
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SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Toukei Computer
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Shimizu, Isao Mgmt For For
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Transmissora Alianca De Energia Eletrica SA
Meeting Date: 02/05/2014 Country: Brazil Meeting Type: Special Ticker: TAEE11
Primary ISIN: BRTAEECDAM10 Primary SEDOL: B1G8KX7
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Company's Participation in Brazilian Mgmt For For Electricity Regulatory Agency (ANEEL) Auction
Tyson Foods, Inc.
Meeting Date: 01/31/2014 Country: USA Meeting Type: Annual Ticker: TSN
Primary ISIN: US9024941034 Primary SEDOL: 2909730
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1a Elect Director John Tyson Mgmt For For
1b Elect Director Kathleen M. Bader Mgmt For For
1c Elect Director Gaurdie E. Banister, Jr. Mgmt For For
1d Elect Director Jim Kever Mgmt For For
1e Elect Director Kevin M. McNamara Mgmt For For
1f Elect Director Brad T. Sauer Mgmt For For
1g Elect Director Robert Thurber Mgmt For Against
Voter Rationale: We oppose dual class structures with impaired or enhanced voting rights. The company should amend its structure to allow for equal voting rights among stockholders.
1h Elect Director Barbara A. Tyson Mgmt For For
Page 64 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Tyson Foods, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1i Elect Director Albert C. Zapanta Mgmt For For
2 Advisory Vote to Ratify Named Executive Mgmt For Against Officers' Compensation Voter Rationale: Plans should not pay out for below-median performance relative to peers. This undermines a pay-for-performance approach which should reward top level performance amongst the company's peer group. Such practices blunt the impact of variable pay.
3 Ratify Auditors Mgmt For For
4 Report on the Risks Associated with Use of SH Against Abstain Gestation Crates in Supply Voter Rationale: The company has recently taken steps to address animal welfare standards, and it has identified gestation cages as an emerging area of concern. However, this remains an evolving area of risk. We have abstained in acknowledgement of the company's recent communication to its hog farmers. Should the impact of this communication prove inadequate we request management further investigate gestation crates and provide more information about this practice as part of reporting on its approach to managing animal welfare in its operations and supply chain.
Verizon Communications Inc.
Meeting Date: 01/28/2014 Country: USA Meeting Type: Special Ticker: VZ
Primary ISIN: US92343V1044 Primary SEDOL: 2090571
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Issue Shares in Connection with Acquisition Mgmt For For
2 Increase Authorized Common Stock Mgmt For For
3 Adjourn Meeting Mgmt For For
Wal-Mart de Mexico S.A.B. de C.V.
Meeting Date: 03/20/2014 Country: Mexico Meeting Type: Annual Ticker: WALMEXV
Primary ISIN: MXP810081010 Primary SEDOL: B02YZ04
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1a Approve Board of Directors' Report Mgmt For For
1b Approve CEO's Reports Mgmt For For
Page 65 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Wal-Mart de Mexico S.A.B. de C.V.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1c Approve Report of Audit and Corporate Mgmt For For Practices Committees
1d Approve Report on Adherence to Fiscal Mgmt For For Obligations
1e Approve Report Re: Employee Stock Purchase Mgmt For For Plan
1f Approve Report on Share Repurchase Reserves Mgmt For For
1g Approve Report on Wal-Mart de Mexico Mgmt For For Foundation
2 Approve Consolidated Financial Statements Mgmt For For
3 Approve Allocation of Income and Dividends Mgmt For For
4 Approve Reduction in Share Capital via Mgmt For For Cancellation of Treasury Shares
5 Elect or Ratify Directors, Chairmen of Audit and Mgmt For For Corporate Governance Committees; Approve Their Remuneration
6 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions
Wumart Stores Inc.
Meeting Date: 03/14/2014 Country: Hong Kong Meeting Type: Special Ticker: 01025
Primary ISIN: CNE100000544 Primary SEDOL: B0PR2N2
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Grant of 1 Million Incentive Shares to Mgmt For Against Xu Ying, Xu Shao-chuan and Yu Jian-bo, and 500,000 Incentive Shares to Zhang Zheng-yang
Voter Rationale: Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Wynnstay Group plc
Meeting Date: 03/18/2014 Country: United Kingdom Meeting Type: Annual Ticker: WYN
Primary ISIN: GB0034212331 Primary SEDOL: 3421233
Page 66 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Wynnstay Group plc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Accept Financial Statements and Statutory Mgmt For For Reports
2 Approve Final Dividend Mgmt For For
3 Re-elect David Evans as Director Mgmt For For
4 Re-elect Kenneth Greetham as Director Mgmt For For
5 Elect Philip Kirkham as Director Mgmt For For
6 Appoint KPMG LLP as Auditors and Authorise Mgmt For For Their Remuneration
7 Authorise Issue of Equity with Pre-emptive Mgmt For For Rights
8 Authorise Issue of Equity without Pre-emptive Mgmt For For Rights
9 Authorise Market Purchase of Ordinary Shares Mgmt For For
Yamazaki Baking Co. Ltd.
Meeting Date: 03/28/2014 Country: Japan Meeting Type: Annual Ticker: 2212
Primary ISIN: JP3935600001 Primary SEDOL: 6985509
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 16
2 Amend Articles To Indemnify Directors and Mgmt For For Statutory Auditors
3.1 Elect Director Iijima, Nobuhiro Mgmt For For
3.2 Elect Director Yamada, Kensuke Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.3 Elect Director Yoshida, Teruhisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 67 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Yamazaki Baking Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Maruoka, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.5 Elect Director Iijima, Mikio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.6 Elect Director Yokohama, Michio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.7 Elect Director Aida, Masahisa Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.8 Elect Director Inutsuka, Isamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.9 Elect Director Iijima, Sachihiko Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.10 Elect Director Shoji, Yoshikazu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.11 Elect Director Sonoda, Makoto Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.12 Elect Director Yoshidaya, Ryoichi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.13 Elect Director Sekine, Osamu Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
3.14 Elect Director Fukasawa, Tadashi Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
Page 68 of 69
SEI Investments (Europe) Ltd - Joy Global All Votes Report
Vote Summary Report Date range covered: 01/01/2014 to 03/31/2014
Yamazaki Baking Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.15 Elect Director Harada, Akio Mgmt For Against
Voter Rationale: The board should recruit at least three independent directors to ensure appropriate balance of independence and objectivity. The Kansayaku plays a valuable role but it is fundamentally different to the role played by independent directors.
4 Approve Retirement Bonus Payment for Mgmt For Against Directors Voter Rationale: There should be disclosure of the total award of retirement bonuses. Retirement bonuses should not be granted to outside directors or employees that take up other positions within the company.
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The information, opinions estimates or forecasts contained in this document were obtained from sources reasonably believed to be reliable and are subject to change at any time. The report reflects voting instructions given, not votes cast and the information has been provided by an external supplier. F&C Group Companies may from time to time deal in investments that may be mentioned herein on behalf of their clients. Issued and approved in the UK by F&C Management Limited Exchange House Primrose Street London EC2A 2NY United Kingdom. Authorised and regulated in the UK by the Financial Services Authority (FSA).® F&C, F&C Monogram, FANDC, FandC and fandc are all registered trade marks of F&C Management Limited