Reo@ Voting Report
The SEI Japan Equity Fund
VOTING RECORDS FROM:01/04/2017 TO: 30/06/2017
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
77 Bank Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8341
Primary ISIN: JP3352000008 Primary SEDOL: 6804165
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 4.5
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 Amend Articles to Adopt Board Structure with Mgmt For For Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Indemnify Directors
4.1 Elect Director Kamata, Hiroshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
4.2 Elect Director Ujiie, Teruhiko Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
4.3 Elect Director Kobayashi, Hidefumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Igarashi, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Takahashi, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Tsuda, Masakatsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Homareda, Toshimi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Sugawara, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.9 Elect Director Suzuki, Koichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 1 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
77 Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.10 Elect Director Shito, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.11 Elect Director Onodera, Yoshikazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.12 Elect Director Kikuchi, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.13 Elect Director Sugita, Masahiro Mgmt For For
4.14 Elect Director Nakamura, Ken Mgmt For For
5.1 Elect Director and Audit Committee Member Mgmt For Against Nagayama, Yoshiaki Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
5.2 Elect Director and Audit Committee Member Mgmt For Against Nakamura, Shuji Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
5.3 Elect Director and Audit Committee Member Mgmt For Against Suzuki, Toshio Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
5.4 Elect Director and Audit Committee Member Mgmt For Against Yamaura, Masai Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
5.5 Elect Director and Audit Committee Member Mgmt For Against Wako, Masahiro Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
6 Elect Alternate Director and Audit Committee Mgmt For Against Member Ishii, Yusuke Voter Rationale:
The audit committee should be majority independent - and companies should strive to make them fully independent.
7 Approve Compensation Ceiling for Directors Mgmt For For Who Are Not Audit Committee Members
8 Approve Compensation Ceiling for Directors Mgmt For For Who Are Audit Committee Members
Page 2 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
77 Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Approve Trust-Type Equity Compensation Plan Mgmt For For
Adastria Co., Ltd.
Meeting Date: 05/25/2017 Country: Japan Meeting Type: Annual Ticker: 2685
Primary ISIN: JP3856000009 Primary SEDOL: 6300016
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Fukuda, Michio Mgmt For For
1.2 Elect Director Matsushita, Masa Mgmt For For
1.3 Elect Director Kimura, Osamu Mgmt For For
1.4 Elect Director Fukuda, Taiki Mgmt For For
1.5 Elect Director Kurashige, Hideki Mgmt For For
1.6 Elect Director Matsui, Tadamitsu Mgmt For For
1.7 Elect Director Akutsu, Satoshi Mgmt For For
1.8 Elect Director Horie, Hiromi Mgmt For For
Ahresty Corp.
Meeting Date: 06/15/2017 Country: Japan Meeting Type: Annual Ticker: 5852
Primary ISIN: JP3100600000 Primary SEDOL: 6357807
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Takahashi, Arata Mgmt For For
1.2 Elect Director Gamo, Shinichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 3 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Ahresty Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Kaneta, Naoyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Ito, Junji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Takahashi, Sinichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Nonaka, Kenichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.1 Elect Director and Audit Committee Member Mgmt For Against Ishimaru, Hiroshi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.2 Elect Director and Audit Committee Member Mgmt For For Saotome, Tadao
2.3 Elect Director and Audit Committee Member Mgmt For For Shido, Akihiko
2.4 Elect Director and Audit Committee Member Mgmt For Against Hamamura, Shozo Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director and Audit Committee Member Mgmt For For Shiozawa, Shuhei
Aichi Bank Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8527
Primary ISIN: JP3103000000 Primary SEDOL: 6196550
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 50
2.1 Elect Director Koide, Shinichi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
Page 4 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Aichi Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yazawa, Katsuyuki Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.3 Elect Director Miyachi, Eiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kobayashi, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Ito, Yoshihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Ito, Yukinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Takahashi, Tomoyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Ota, Wataru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Matsuno, Hiroyasu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Kuratomi, Nobuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Ariga, Teruyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Aichi Electric Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6623
Primary ISIN: JP3104000009 Primary SEDOL: 6010081
Page 5 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Aichi Electric 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 65
2 Amend Articles to Amend Business Lines Mgmt For For
3.1 Elect Director Sato, Toru Mgmt For For
3.2 Elect Director Ando, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Ono, Teruo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Nonomura, Katsumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Hosoe, Hideki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Sugiyama, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Miyakawa, Toshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Ando, Toshinobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Kobayashi, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Kato, Shinobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Amano, Nozomu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.12 Elect Director Okubo, Hitoshi Mgmt For For
Page 6 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Aisan Industry
Meeting Date: 06/13/2017 Country: Japan Meeting Type: Annual Ticker: 7283
Primary ISIN: JP3101600009 Primary SEDOL: 6010649
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 13
2.1 Elect Director Kobayashi, Nobuo Mgmt For For
2.2 Elect Director Nakano, Masataka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Ishida, Tomoya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nomura, Tokuhisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Takagi, Takaaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Nakane, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kosaka, Yoshifumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Iwata, Hitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Tsuge, Satoe Mgmt For For
3 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.
4 Approve Annual Bonus Mgmt For For
Page 7 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Aizawa Securities Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8708
Primary ISIN: JP3101850000 Primary SEDOL: B0X6W86
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Aizawa, Motoya Mgmt For For
1.2 Elect Director Kakudo, Yuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Oishi, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Niijima, Naoi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Aizawa, Takuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Takahashi, Atsuo Mgmt For For
1.7 Elect Director Tokuoka, Kunimi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2 Appoint Statutory Auditor Nishimoto, Yasuhiko 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.
Akita Bank Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8343
Primary ISIN: JP3107600003 Primary SEDOL: 6011653
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 3.5
Page 8 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Akita Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 Amend Articles to Update Authorized Capital to Mgmt For For Reflect Reverse Stock Split - Reduce Share Trading Unit
4.1 Elect Director Minatoya, Takao Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
4.2 Elect Director Araya, Akihiro Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
4.3 Elect Director Sasaki, Toshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Takada, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Kudo, Takanori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Handa, Naoki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Kato, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Tsuchiya, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.9 Elect Director Toyoguchi, Yuichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.10 Elect Director Morohashi, Masahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.11 Elect Director Tsuji, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 9 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Alpha Systems Inc.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4719
Primary ISIN: JP3126330004 Primary SEDOL: 6149985
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Ishikawa, Yuko Mgmt For For
1.2 Elect Director Ishikawa, Hidetomo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Kuroda, Kenichi Mgmt For For
1.4 Elect Director Takada, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Tokura, Katsumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Kawana, Takao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Saito, Kiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Yamauchi, Shinichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Kawahara, Yosaku Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.10 Elect Director Nishimura, Seiichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.11 Elect Director Ito, Nagomu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.12 Elect Director Takehara, Masayoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 10 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Alpha Systems Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.13 Elect Director Yanagiya, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.14 Elect Director Hachisu, Yuji Mgmt For For
Alpine Electronics Inc.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 6816
Primary ISIN: JP3126200009 Primary SEDOL: 6021481
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 15
2 Amend Articles to Change Location of Head Mgmt For For Office
3.1 Elect Director Komeya, Nobuhiko Mgmt For For
3.2 Elect Director Kajiwara, Hitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Mizuno, Naoki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Endo, Koichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Kobayashi, Toshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Taguchi, Shuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Ikeuchi, Yasuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Kawarada, Yoji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 11 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Alpine Electronics Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Inoue, Shinji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Kataoka, Masataka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Ishibashi, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Alps Logistics Co. Ltd
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 9055
Primary ISIN: JP3126450000 Primary SEDOL: 6050764
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 9
2.1 Elect Director Usui, Masaru Mgmt For For
2.2 Elect Director Saeki, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Shimohiro, Katsuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Fukiyama, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Nakamura, Kunihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Mushiake, Toshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kataoka, Masataka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 12 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Alps Logistics Co. Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.8 Elect Director Kurita, Yukitake Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Kanda, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Arakawa Chemical Industries
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 4968
Primary ISIN: JP3125000004 Primary SEDOL: 6185837
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 22
2.1 Elect Director Tanioku, Shozo Mgmt For For
2.2 Elect Director Manabe, Yoshiteru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Une, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nobuhiro, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Nishikawa, Manabu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Sano, Tetsuro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Miyashita, Yasutomo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Inaba, Masaya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 13 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Arakawa Chemical Industries
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Morioka, Hirohiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
ARATA CORP.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 2733
Primary ISIN: JP3125100002 Primary SEDOL: 6517515
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Clarify Director Authority on Mgmt For For Shareholder Meetings - Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings - Clarify Provisions on Alternate Statutory Auditors
2.1 Elect Director Hatanaka, Nobuyuki Mgmt For For
2.2 Elect Director Suzaki, Hiroaki Mgmt For For
2.3 Elect Director Shimawaki, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Suzuki, Yoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Ito, Mikihisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Ono, Yuzo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Furiyoshi, Takahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kataoka, Haruki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 14 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
ARATA CORP.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Nakagawa, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Miyamoto, Yoshiki Mgmt For For
2.11 Elect Director Aoki, Yoshihisa Mgmt For For
3 Appoint Statutory Auditor Saito, Taketoshi 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.
Argo Graphics Inc.
Meeting Date: 06/15/2017 Country: Japan Meeting Type: Annual Ticker: 7595
Primary ISIN: JP3126110000 Primary SEDOL: 6133687
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 36
2.1 Elect Director Fujisawa, Yoshimaro Mgmt For For
2.2 Elect Director Ozaki, Muneshi Mgmt For For
2.3 Elect Director Nakai, Takanori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Ishikawa, Kiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Fujimori, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Hasebe, Kunio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Inotsuka, Takemi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kato, Toshihiko Mgmt For For
Page 15 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Argo Graphics Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Ido, Rieko Mgmt For For
3.1 Appoint Statutory Auditor Nakamura, Takao Mgmt For For
3.2 Appoint Statutory Auditor Kojima, Takeo Mgmt For For
3.3 Appoint Statutory Auditor Fujii, Kozo Mgmt For For
3.4 Appoint Statutory Auditor Miki, Masashi Mgmt For For
Ariake Japan Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 2815
Primary ISIN: JP3125800007 Primary SEDOL: 6049632
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 Tagawa, Tomoki Mgmt For For
2.2 Elect Director Iwaki, Katsutoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Shirakawa, Naoki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Uchida, Yoshikazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Matsumoto, Koichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Elect Director and Audit Committee Member Mgmt For Against Isaka, Kenichi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
3.2 Elect Director and Audit Committee Member Mgmt For Against Ono, Takeyoshi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
Page 16 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Ariake Japan Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director and Audit Committee Member Mgmt For Against Takeshita, Naoyoshi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
4 Approve Annual Bonus Mgmt For For
Asahi Broadcasting
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 9405
Primary ISIN: JP3116800008 Primary SEDOL: 6054454
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 17
2 Approve Adoption of Holding Company Mgmt For Against Structure and Transfer of Operations to Wholly Owned Subsidiary Voter Rationale: A vote AGAINST this transaction is warranted because:* No shareholder of a broadcast holding company can own more than one-third of voting shares, making such companies immune to hostile takeovers.
3 Amend Articles to Change Company Name - Mgmt For Against Amend Business Lines Voter Rationale: A vote AGAINST this proposal is warranted because:* The proposed changes are requested in connection with the proposed switch to a broadcast holding company structure, which is not beneficial to independent shareholders.
4.1 Elect Director Wakisaka, Satoshi Mgmt For For
4.2 Elect Director Okinaka, Susumu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.3 Elect Director Yamamoto, Shinya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Chihara, Kuniyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Ogata, Ken Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 17 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Asahi Broadcasting
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.6 Elect Director Mochida, Shuzo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Mita, Masashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Yamada, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.9 Elect Director Yasuda, Takao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.10 Elect Director Sakai, Shinya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.11 Elect Director Ozaki, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.12 Elect Director Sunami, Gengo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.13 Elect Director Yoshida, Yoshinori Mgmt For For
4.14 Elect Director Terajima, Yoshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.15 Elect Director Ogura, Kazuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
5 Appoint Statutory Auditor Mikami, Masahiro 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.
Asahi Kasei Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 3407
Primary ISIN: JP3111200006 Primary SEDOL: 6054603
Page 18 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Asahi Kasei Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Ito, Ichiro Mgmt For For
1.2 Elect Director Kobori, Hideki Mgmt For For
1.3 Elect Director Nakao, Masafumi Mgmt For For
1.4 Elect Director Sakamoto, Shuichi Mgmt For For
1.5 Elect Director Kakizawa, Nobuyuki Mgmt For For
1.6 Elect Director Hashizume, Soichiro Mgmt For For
1.7 Elect Director Ichino, Norio Mgmt For For
1.8 Elect Director Shiraishi, Masumi Mgmt For For
1.9 Elect Director Tatsuoka, Tsuneyoshi Mgmt For For
2.1 Appoint Statutory Auditor Kobayashi, Yuji 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 Konishi, Hikoe Mgmt For For
3 Approve Trust-Type Equity Compensation 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.
ASKA Pharmaceutical Co.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4514
Primary ISIN: JP3541200006 Primary SEDOL: 6880820
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 7
2.1 Elect Director Yamaguchi, Takashi Mgmt For For
2.2 Elect Director Maruo, Atsushi Mgmt For For
2.3 Elect Director Kato, Kazuhiko Mgmt For For
2.4 Elect Director Fukui, Yuichiro Mgmt For For
2.5 Elect Director Yamaguchi, Sota Mgmt For For
Page 19 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
ASKA Pharmaceutical Co.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Ueda, Eiji Mgmt For For
2.7 Elect Director Yoshimura, Yasunori Mgmt For For
2.8 Elect Director Yamanaka, Michizo Mgmt For For
3.1 Appoint Statutory Auditor Komatsu, Satoshi Mgmt For For
3.2 Appoint Statutory Auditor Kimura, Takao Mgmt For For
4 Approve Compensation Ceiling for Directors Mgmt For For
5 Approve Compensation Ceiling for Statutory Mgmt For For Auditors
6 Approve Director Retirement Bonus Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
7 Approve Bonus Related to Retirement Bonus Mgmt For Against System Abolition 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.
8 Approve Annual Bonus Mgmt For For
Astellas Pharma Inc.
Meeting Date: 06/19/2017 Country: Japan Meeting Type: Annual Ticker: 4503
Primary ISIN: JP3942400007 Primary SEDOL: 6985383
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 17
2.1 Elect Director Hatanaka, Yoshihiko Mgmt For For
2.2 Elect Director Yasukawa, Kenji Mgmt For For
2.3 Elect Director Okajima, Etsuko Mgmt For For
2.4 Elect Director Aizawa, Yoshiharu Mgmt For For
2.5 Elect Director Sekiyama, Mamoru Mgmt For For
2.6 Elect Director Yamagami, Keiko Mgmt For For
3 Approve Annual Bonus Mgmt For For
Page 20 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Avex Group Holdings
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 7860
Primary ISIN: JP3160950006 Primary SEDOL: 6129073
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25
2 Amend Articles to Change Company Name Mgmt For For
3.1 Elect Director Matsura, Masato Mgmt For For
3.2 Elect Director Hayashi, Shinji Mgmt For For
3.3 Elect Director Richard Blackstone Mgmt For For
3.4 Elect Director Kenjo, Toru Mgmt For For
3.5 Elect Director Ando, Hiroyuki Mgmt For For
3.6 Elect Director Okubo, Keiichi Mgmt For For
4.1 Appoint Statutory Auditor Iwata, Shinkichi 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.
4.2 Appoint Statutory Auditor Kobayashi, Nobuyuki 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.
4.3 Appoint Statutory Auditor Tamaki, Akihiro 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.
4.4 Appoint Statutory Auditor Yamamoto, Teruo Mgmt For For
5 Approve Equity Compensation Plans 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.
6 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.
Bando Chemical Industries Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 5195
Primary ISIN: JP3779000003 Primary SEDOL: 6075068
Page 21 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Bando Chemical Industries Ltd.
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 Yoshii, Mitsutaka Mgmt For For
2.2 Elect Director Nakamura, Kyosuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Kashiwada, Shinji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Someda, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Central Glass Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4044
Primary ISIN: JP3425000001 Primary SEDOL: 6184306
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
2.1 Elect Director Sarasawa, Shuichi Mgmt For For
2.2 Elect Director Shimizu, Tadashi Mgmt For For
2.3 Elect Director Murata, Shigeki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Takayama, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Komata, Takeo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 22 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Central Glass Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Maeda, Kazuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Aoki, Shigeyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Iwasaki, Shigetoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Aizawa, Masuo Mgmt For For
2.10 Elect Director Nishide, Tetsuo Mgmt For For
3.1 Appoint Statutory Auditor Nishimura, Yasunobu 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 Okada, Terumi Mgmt For For
3.3 Appoint Statutory Auditor Kikuchi, Ken Mgmt For For
Central Japan Railway Co.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 9022
Primary ISIN: JP3566800003 Primary SEDOL: 6183552
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 70
Central Sports
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4801
Primary ISIN: JP3425600008 Primary SEDOL: 6293246
Page 23 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Central Sports
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Goto, Tadaharu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.2 Elect Director Goto, Seiji Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.3 Elect Director Yamazaki, Yukio Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.4 Elect Director Suzuki, Yoji Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.5 Elect Director Tone, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.6 Elect Director Yada, Kyoichi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.7 Elect Director Kimoto, Tadasu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.8 Elect Director Matsuda, Yuji Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.9 Elect Director Ono, Kiyoko Mgmt For For
2.1 Appoint Statutory Auditor Hamada, Hiroshi Mgmt For For
2.2 Appoint Statutory Auditor Iwasaki, Atsuhiro Mgmt For For
Page 24 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Central Sports
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Alternate Statutory Auditor Osumi, Isagi Mgmt For For
Clarion Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 6796
Primary ISIN: JP3269200006 Primary SEDOL: 6201164
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kawamoto, Hidetoshi Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.2 Elect Director Kawabata, Atsushi Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Fujimura, Kazumichi Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Mizoguchi, Chikako Mgmt For For
1.5 Elect Director Kamijo, Masahito Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Kuroda, Shigeo Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Yamanokawa, Koji Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Okada, Hiroyuki Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
Page 25 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Cleanup Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 7955
Primary ISIN: JP3270200003 Primary SEDOL: 6203513
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10 Voter Rationale:
Shareholders should have the right to elect directors annually in order to hold them to account.
2 Amend Articles to Clarify Director Authority on Mgmt For For Shareholder Meetings - Clarify Director Authority on Board Meetings
Computer Engineering & Consulting Ltd. (CEC)
Meeting Date: 04/19/2017 Country: Japan Meeting Type: Annual Ticker: 9692
Primary ISIN: JP3346200003 Primary SEDOL: 6215314
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 Iwasaki, Hirosato Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Tahara, Fujio Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.3 Elect Director Osada, Kazuhiro Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 26 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Computer Engineering & Consulting Ltd. (CEC)
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Kawano, Toshiro Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.5 Elect Director Tateishi, Hiroshi Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.6 Elect Director Tamano, Masato Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.7 Elect Director Fujiwara, Manabu Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.8 Elect Director Oishi, Hitoshi Mgmt For Against
Voter Rationale: The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.9 Elect Director Nakayama, Shin Mgmt For For
3.1 Appoint Alternate Statutory Auditor Hirota, Mgmt For For Masahiro
3.2 Appoint Alternate Statutory Auditor Hara, Mgmt For For Etsuko
Corona Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 5909
Primary ISIN: JP3305950002 Primary SEDOL: 6183303
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 14
Page 27 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Corona Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.1 Elect Director Uchida, Tsutomu Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Kobayashi, Kazuyoshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.3 Elect Director Tsurumaki, Satoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Osabe, Hideo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Sekiya, Shinichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Seita, Hisao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kazama, Tsutomu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Sato, Osamu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Shibuki, Hideharu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Koike, Hitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Approve Retirement Bonus for Directors Who Mgmt For Against Are Not Audit Committee Members Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
CYBERDYNE Inc.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 7779
Primary ISIN: JP3311530004 Primary SEDOL: BK0S445
Page 28 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
CYBERDYNE Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Sankai, Yoshiyuki Mgmt For For
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 shareholders
1.2 Elect Director Ichihashi, Fumiyuki Mgmt For For
1.3 Elect Director Uga, Shinji Mgmt For For
1.4 Elect Director Kawamoto, Hiroaki Mgmt For For
1.5 Elect Director Nakata, Kinichi Mgmt For For
1.6 Elect Director Yoshida, Kazumasa Mgmt For For
1.7 Elect Director Imai, Hikari Mgmt For For
2.1 Appoint Statutory Auditor Fujitani, Yutaka Mgmt For For
2.2 Appoint Statutory Auditor Cees Vellekoop Mgmt For For
2.3 Appoint Statutory Auditor Okamura, Kenichiro Mgmt For For
3 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.
Dai-Ichi Life Holdings Inc.
Meeting Date: 06/26/2017 Country: Japan Meeting Type: Annual Ticker: 8750
Primary ISIN: JP3476480003 Primary SEDOL: B601QS4
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 43
2.1 Elect Director Watanabe, Koichiro Mgmt For For
2.2 Elect Director Tsuyuki, Shigeo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Inagaki, Seiji Mgmt For For
Page 29 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Dai-Ichi Life Holdings Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Tsutsumi, Satoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Ishii, Kazuma Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Taketomi, Masao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Teramoto, Hideo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kawashima, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director George Olcott Mgmt For For
2.10 Elect Director Maeda, Koichi Mgmt For For
3 Appoint KPMG AZSA LLC as New External Audit Mgmt For For Firm
Daiichi Sankyo Co. Ltd.
Meeting Date: 06/19/2017 Country: Japan Meeting Type: Annual Ticker: 4568
Primary ISIN: JP3475350009 Primary SEDOL: B0J7D91
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 35
2 Amend Articles to Amend Provisions on Number Mgmt For For of Statutory Auditors
3.1 Elect Director Nakayama, Joji Mgmt For For
3.2 Elect Director Manabe, Sunao Mgmt For For
3.3 Elect Director Hirokawa, Kazunori Mgmt For For
3.4 Elect Director Sai, Toshiaki Mgmt For For
3.5 Elect Director Fujimoto, Katsumi Mgmt For For
Page 30 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Daiichi Sankyo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Tojo, Toshiaki Mgmt For For
3.7 Elect Director Uji, Noritaka Mgmt For For
3.8 Elect Director Toda, Hiroshi Mgmt For For
3.9 Elect Director Adachi, Naoki Mgmt For For
3.10 Elect Director Fukui, Tsuguya Mgmt For For
4 Appoint Statutory Auditor Izumoto, Sayoko Mgmt For For
5 Approve Annual Bonus Mgmt For For
6 Approve Equity Compensation 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.
Daishinku Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6962
Primary ISIN: JP3484400001 Primary SEDOL: 6251493
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25 Voter Rationale:
Shareholders should have the right to elect directors annually in order to hold them to account.
Daito Trust Construction Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 1878
Primary ISIN: JP3486800000 Primary SEDOL: 6250508
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 298
2.1 Elect Director Kumakiri, Naomi Mgmt For For
Page 31 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Daito Trust Construction Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kobayashi, Katsuma Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Kawai, Shuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Uchida, Kanitsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Takeuchi, Kei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Saito, Kazuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Nakagawa, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Sato, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Yamaguchi, Toshiaki Mgmt For For
2.10 Elect Director Sasaki, Mami Mgmt For For
2.11 Elect Director Shoda, Takashi Mgmt For For
3.1 Appoint Statutory Auditor Uno, Masayasu Mgmt For For
3.2 Appoint Statutory Auditor Hachiya, Hideo Mgmt For For
3.3 Appoint Statutory Auditor Fujimaki, Kazuo Mgmt For For
Daiwa House Industry Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 1925
Primary ISIN: JP3505000004 Primary SEDOL: 6251363
Page 32 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Daiwa House Industry 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 52
2.1 Elect Director Higuchi, Takeo Mgmt For For
2.2 Elect Director Ono, Naotake Mgmt For For
2.3 Elect Director Ishibashi, Tamio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kawai, Katsutomo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kosokabe, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Fujitani, Osamu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Tsuchida, Kazuto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Hori, Fukujiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Yoshii, Keiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Hama, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Yamamoto, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Tanabe, Yoshiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.13 Elect Director Otomo, Hirotsugu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 33 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Daiwa House Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.14 Elect Director Urakawa, Tatsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.15 Elect Director Dekura, Kazuhito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.16 Elect Director Ariyoshi, Yoshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.17 Elect Director Kimura, Kazuyoshi Mgmt For For
2.18 Elect Director Shigemori, Yutaka Mgmt For For
2.19 Elect Director Yabu, Yukiko Mgmt For For
3.1 Appoint Statutory Auditor Hirata, Kenji Mgmt For For
3.2 Appoint Statutory Auditor Iida, Kazuhiro Mgmt For For
3.3 Appoint Statutory Auditor Nishimura, Tatsushi Mgmt For For
4 Approve Annual Bonus Mgmt For For
Daiwa Securities Group Inc.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8601
Primary ISIN: JP3502200003 Primary SEDOL: 6251448
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Hibino, Takashi Mgmt For For
1.2 Elect Director Nakata, Seiji Mgmt For For
1.3 Elect Director Nishio, Shinya Mgmt For For
1.4 Elect Director Takahashi, Kazuo Mgmt For For
1.5 Elect Director Matsui, Toshihiro Mgmt For For
1.6 Elect Director Tashiro, Keiko Mgmt For For
1.7 Elect Director Komatsu, Mikita Mgmt For For
1.8 Elect Director Matsuda, Morimasa Mgmt For For
1.9 Elect Director Matsubara, Nobuko Mgmt For For
Page 34 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Daiwa Securities Group Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.10 Elect Director Tadaki, Keiichi Mgmt For For
1.11 Elect Director Onodera, Tadashi Mgmt For For
1.12 Elect Director Ogasawara, Michiaki Mgmt For For
1.13 Elect Director Takeuchi, Hirotaka Mgmt For For
1.14 Elect Director Nishikawa, Ikuo Mgmt For For
2 Approve Deep Discount Stock Option Plan and Mgmt For Against Stock Option Plan 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.
DCM Holdings Co., Ltd.
Meeting Date: 05/25/2017 Country: Japan Meeting Type: Annual Ticker: 3050
Primary ISIN: JP3548660004 Primary SEDOL: B1B0V35
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 13
2.1 Elect Director Kumagai, Hisato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.2 Elect Director Daigo, Shigeo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Approve Compensation Ceiling for Directors Mgmt For For
4 Approve Compensation Ceiling for Statutory Mgmt For For Auditors
5 Approve Trust-Type Equity Compensation Plan Mgmt For For
Denso Corp.
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 6902
Primary ISIN: JP3551500006 Primary SEDOL: 6640381
Page 35 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Denso Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kato, Nobuaki Mgmt For For
1.2 Elect Director Kobayashi, Koji Mgmt For Against
Voter Rationale: We welcome steps taken by the board to reduce its board size from 13 to 9. However, we remain concerned at the lack of genuinely independent directors on the board. The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Arima, Koji Mgmt For For
1.4 Elect Director Maruyama, Haruya Mgmt For Against
1.5 Elect Director Yamanaka, Yasushi Mgmt For Against
1.6 Elect Director Wakabayashi, Hiroyuki Mgmt For Against
1.7 Elect Director Makino, Yoshikazu Mgmt For Against
1.8 Elect Director George Olcott Mgmt For Against
1.9 Elect Director Nawa, Takashi Mgmt For Against
2.1 Appoint Statutory Auditor Iwase, Masato 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 Matsushima, Noriyuki Mgmt For For
3 Approve Annual Bonus Mgmt For For
DTS Corp.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 9682
Primary ISIN: JP3548500002 Primary SEDOL: 6255699
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 Amend Articles to Change Location of Head Mgmt For For Office - Reduce Directors' Term
3.1 Elect Director Nishida, Koichi Mgmt For For
Page 36 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
DTS Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Kumasaka, Katsumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Sakamoto, Takao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Takeuchi, Minoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Kobayashi, Hirotoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Yoko, Isao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Hagiwara, Tadayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Suzuki, Shigehiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Sakata, Shunichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Hirata, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4 Appoint Statutory Auditor Akamatsu, Kenichiro 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.
Edion Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 2730
Primary ISIN: JP3164470001 Primary SEDOL: 6512714
Page 37 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Edion Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 15
2 Amend Articles to Amend Provisions on Number Mgmt For For of Directors
3.1 Elect Director Kubo, Masataka Mgmt For For
3.2 Elect Director Okajima, Shoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Kato, Hirohisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Umehara, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Yamasaki, Norio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Koyano, Kaoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Ikehata, Yuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Doho, Kazumasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Kato, Takahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Atarashi, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Fujiwara, Hirokazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.12 Elect Director Nishimoto, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 38 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Edion Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.13 Elect Director Ishibashi, Shozo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.14 Elect Director Takagi, Shimon Mgmt For For
4.1 Appoint Statutory Auditor Yamada, Fujio Mgmt For For
4.2 Appoint Statutory Auditor Fukuda, Yuki Mgmt For For
5.1 Appoint Alternate Statutory Auditor Asanoma, Mgmt For For Yasuhiro
5.2 Appoint Alternate Statutory Auditor Okinaka, Mgmt For For Takashi
Exedy Corp.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 7278
Primary ISIN: JP3161160001 Primary SEDOL: 6250412
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 Hisakawa, Hidehito Mgmt For For
2.2 Elect Director Matsuda, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Okamura, Shogo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Toyohara, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Matsuda, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Kojima, Yoshihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 39 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Exedy Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Nakahara, Tadashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Mitsuya, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Akita, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Yoshikawa, Ichizo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Takano, Toshiki Mgmt For For
3 Appoint Statutory Auditor Toyoda, Kanshiro 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.
FALCO SD HOLDINGS Co Ltd
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 4671
Primary ISIN: JP3802650006 Primary SEDOL: 6354853
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 Akazawa, Hiroharu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Yasuda, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 40 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
FALCO SD HOLDINGS Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Eguchi, Hiroshi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.4 Elect Director Matsubara, Nobumasa Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.5 Elect Director Naito, Kinya Mgmt For For
FIDEA Holdings Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8713
Primary ISIN: JP3802940001 Primary SEDOL: B3X0911
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Business Lines - Mgmt For For Clarify Director Authority on Shareholder Meetings - Amend Provisions on Director Titles
2.1 Elect Director Tao, Yuichi Mgmt For For
2.2 Elect Director Saito, Eikichi Mgmt For For
2.3 Elect Director Ueno, Masashi Mgmt For For
2.4 Elect Director Shiota, Keiji Mgmt For For
2.5 Elect Director Kanai, Masayoshi Mgmt For For
2.6 Elect Director Nishibori, Satoru Mgmt For For
2.7 Elect Director Ogawa, Shoichi Mgmt For For
2.8 Elect Director Fukuda, Kyoichi Mgmt For For
2.9 Elect Director Hori, Yutaka Mgmt For For
2.10 Elect Director Sato, Hiroyuki Mgmt For For
Page 41 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
FIDEA Holdings Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Amend Articles to Hand over Petition Calling for SH Against Against Refraining of Strongly Pursuing Negative Interest Rate Policy to Governor of the Bank of Japan Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
FP Corporation
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 7947
Primary ISIN: JP3167000003 Primary SEDOL: 6329947
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Sato, Morimasa Mgmt For For
1.2 Elect Director Takanishi, Tomoki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Nagai, Nobuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Ikegami, Isao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Uegakiuchi, Shoji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Yasuda, Kazuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Oka, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Sato, Osamu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Nagao, Hidetoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 42 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
FP Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.10 Elect Director Kobayashi, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.11 Elect Director Tawara, Takehiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.12 Elect Director Fukiyama, Iwao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.13 Elect Director Nishimura, Kimiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2 Approve Director Retirement Bonus Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
Fuji Kiko Ltd.
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 7260
Primary ISIN: JP3809600004 Primary SEDOL: 6356503
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 3.5
2 Approve Transfer of Operations to Wholly Mgmt For For Owned Subsidiary
3 Approve Sale of TF-METAL Shares to Tachi-S Co. Mgmt For For
4.1 Elect Director Murase, Noriya Mgmt For For
4.2 Elect Director Iwaishi, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.3 Elect Director Sugimoto, Naoyasu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Togano, Norio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 43 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fuji Kiko Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.5 Elect Director Kitagawa, Tadaaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Ogusu, Etsutaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Yokota, Masaaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Kuwaki, Hajime Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.9 Elect Director Nakanishi, Shinzo Mgmt For For
5 Appoint Statutory Auditor Urata, Shinji 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.
6 Approve Annual Bonus Mgmt For For
Fuji Machine Mfg. Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6134
Primary ISIN: JP3809200003 Primary SEDOL: 6356592
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 15
2 Amend Articles to Change Company Name Mgmt For For
3.1 Elect Director Soga, Nobuyuki Mgmt For For
3.2 Elect Director Suhara, Shinsuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Kodama, Seigo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 44 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fuji Machine Mfg. Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Kawai, Takayoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Tatsumi, Mitsuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Ezaki, Hajime Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Matsui, Nobuyuki Mgmt For For
3.8 Elect Director Kawai, Nobuko Mgmt For For
4 Appoint Statutory Auditor Matsuda, Shigeki Mgmt For For
5 Appoint Alternate Statutory Auditor Abe, Mgmt For For Masaaki
Fujibo Holdings Inc.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 3104
Primary ISIN: JP3820800005 Primary SEDOL: 6356600
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 90
2.1 Elect Director Nakano, Mitsuo Mgmt For For
2.2 Elect Director Aoki, Takao Mgmt For For
2.3 Elect Director Yoshida, Kazushi Mgmt For For
2.4 Elect Director Kihara, Katsushi Mgmt For For
2.5 Elect Director Fujioka, Toshifumi Mgmt For For
2.6 Elect Director Nakano, Masao Mgmt For For
2.7 Elect Director Kayata, Taizo Mgmt For For
2.8 Elect Director Hideshima, Nobuya Mgmt For For
3 Approve Takeover Defense Plan (Poison Pill) Mgmt For For
Voter Rationale:
This shareholder rights plan protects minority shareholder rights and is of a limited duration. If the company wishes to extend the poison pill, it should come back to shareholders for re-authorisation.
Page 45 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fujikura Kasei Co., Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4620
Primary ISIN: JP3811200009 Primary SEDOL: 6356729
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 9
2.1 Elect Director Kato, Daisuke Mgmt For For
2.2 Elect Director Ueda, Hikoji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Shimoda, Yoshizo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kajiwara, Hisashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Watanabe, Hiroaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Takano, Masahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Watanabe, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Tanaka, Osamu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Miyagi, Akio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Saisu, Yuzo 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 Naka, Mitsuyoshi 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 Watanabe, Takashi Mgmt For For
Page 46 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fujikura Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 5803
Primary ISIN: JP3811000003 Primary SEDOL: 6356707
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2 Amend Articles to Abolish Board Structure with Mgmt For For Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
3.1 Elect Director Nagahama, Yoichi Mgmt For For
3.2 Elect Director Ito, Masahiko Mgmt For For
3.3 Elect Director Sato, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Wada, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Sasagawa, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Hosoya, Hideyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Kitajima, Takeaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Takizawa, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Ito, Tetsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.1 Elect Director and Audit Committee Member Mgmt For Against Oda, Yasuyuki Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
Page 47 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fujikura Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Elect Director and Audit Committee Member Mgmt For For Sekiuchi, Soichiro
4.3 Elect Director and Audit Committee Member Mgmt For Against Shimojima Masaaki Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
4.4 Elect Director and Audit Committee Member Mgmt For Against Abe, Kenichiro Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
4.5 Elect Director and Audit Committee Member Mgmt For For Shirai, Yoshio
5 Approve Compensation Ceiling for Directors Mgmt For For Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors Mgmt For For Who Are Audit Committee Members
7 Approve Trust-Type Equity Compensation 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.
Fujitec Co. Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 6406
Primary ISIN: JP3818800009 Primary SEDOL: 6356826
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 15
2.1 Elect Director Uchiyama, Takakazu Mgmt For For
2.2 Elect Director Okada, Takao Mgmt For For
2.3 Elect Director Kato, Yoshiichi Mgmt For For
2.4 Elect Director Asano, Takashi Mgmt For For
2.5 Elect Director Hanakawa, Yasuo Mgmt For For
2.6 Elect Director Saeki, Terumichi Mgmt For For
2.7 Elect Director Sugita, Nobuki Mgmt For For
Page 48 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fujitsu Frontech Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 6945
Primary ISIN: JP3818200002 Primary SEDOL: 6357261
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Matsumori, Kunihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.2 Elect Director Ishioka, Tatsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Yoshida, Naoki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Igarashi, Kazuhiro Mgmt For For
1.5 Elect Director Oda, Jo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2 Approve Annual Bonus Mgmt For For
Fujitsu General Ltd.
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 6755
Primary ISIN: JP3818400008 Primary SEDOL: 6364283
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 11
2.1 Elect Director Murashima, Junichi Mgmt For For
2.2 Elect Director Saito, Etsuro Mgmt For For
2.3 Elect Director Sakamaki, Hisashi Mgmt For For
2.4 Elect Director Terasaka, Fumiaki Mgmt For For
2.5 Elect Director Kuwayama, Mieko Mgmt For For
Page 49 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fujitsu General Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Handa, Kiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Niwayama, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kawashima, Hideji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Kosuda, Tsunenao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Ebisawa, Hisaji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Yamaichi, Norio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Yokoyama, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.13 Elect Director Sugiyama, Masaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Fujii, Komei 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.
4 Appoint Alternate Statutory Auditor Murashima, Mgmt For Against Toshihiro 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 Approve Compensation Ceilings for Directors Mgmt For For and Statutory Auditors
Fujitsu Ltd.
Meeting Date: 06/26/2017 Country: Japan Meeting Type: Annual Ticker: 6702
Primary ISIN: JP3818000006 Primary SEDOL: 6356945
Page 50 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fujitsu Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Yamamoto, Masami Mgmt For For
1.2 Elect Director Tanaka, Tatsuya Mgmt For For
1.3 Elect Director Taniguchi, Norihiko Mgmt For For
1.4 Elect Director Tsukano, Hidehiro Mgmt For For
1.5 Elect Director Duncan Tait Mgmt For For
1.6 Elect Director Furukawa, Tatsuzumi Mgmt For For
1.7 Elect Director Suda, Miyako Mgmt For For
1.8 Elect Director Yokota, Jun Mgmt For For
1.9 Elect Director Mukai, Chiaki Mgmt For For
1.10 Elect Director Abe, Atsushi Mgmt For For
2 Appoint Statutory Auditor Hirose, Yoichi Mgmt For For
3 Approve Equity Compensation Plan Mgmt For For
Fukoku Co., Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 5185
Primary ISIN: JP3807000009 Primary SEDOL: 6354626
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
2.1 Elect Director Kawamoto, Taro Mgmt For For
2.2 Elect Director Kawamoto, Jiro Mgmt For For
2.3 Elect Director Inohara, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Machida, Shoji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 51 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fukoku Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Inoue, Akihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Elect Director and Audit Committee Member Mgmt For Against Sejimo, Akito Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
3.2 Elect Director and Audit Committee Member Mgmt For Against Higuchi, Setsuo Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
3.3 Elect Director and Audit Committee Member Mgmt For Against Takahashi, Hisao Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
4 Elect Alternate Director and Audit Committee Mgmt For For Member Kajiwara, Noriko
5 Approve Director Retirement Bonus Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
Furukawa Electric Co. Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 5801
Primary ISIN: JP3827200001 Primary SEDOL: 6357562
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 55
2.1 Elect Director Shibata, Mitsuyoshi Mgmt For For
2.2 Elect Director Kobayashi, Keiichi Mgmt For For
2.3 Elect Director Fujita, Sumitaka Mgmt For For
2.4 Elect Director Soma, Nobuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Tsukamoto, Osamu Mgmt For For
Page 52 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Furukawa Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Teratani, Tatsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Nakamoto, Akira Mgmt For For
2.8 Elect Director Kozuka, Takamitsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Kimura, Takahide Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Ogiwara, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Amano, Nozomu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Kuroda, Osamu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Tsukamoto, Takashi 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.
4 Appoint Alternate Statutory Auditor Kiuchi, Mgmt For For Shinichi
Fuso Pharmaceutical Industries Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4538
Primary ISIN: JP3823600006 Primary SEDOL: 6357829
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 Toda, Mikio Mgmt For For
2.2 Elect Director Toda, Takao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 53 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Fuso Pharmaceutical Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Miyanagi, Junichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Chigita, Takahiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Nishimura, Shokichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Matsui, Yukinobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Takahashi, Sadao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Oka, Junichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Ito, Masanori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Naka, Toshihito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Koga, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Sudo, Minoru Mgmt For For
2.13 Elect Director Kawaguchi, Hiroyasu Mgmt For For
2.14 Elect Director Otani, Hideki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Approve Director Retirement Bonus Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
Page 54 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Futaba Industrial Co. Ltd.
Meeting Date: 06/16/2017 Country: Japan Meeting Type: Annual Ticker: 7241
Primary ISIN: JP3824000008 Primary SEDOL: 6357744
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Yoshiki, Hiroyoshi Mgmt For For
1.2 Elect Director Iwatsuki, Mikio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Yoshida, Takayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Takahashi, Tomohiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Ohashi, Fumio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Asakawa, Keita Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Kinoshita, Kiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Horie, Masaki Mgmt For For
2 Appoint Statutory Auditor Nakashima, Akira 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 Approve Annual Bonus Mgmt For For
G-7 HOLDINGS Inc
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 7508
Primary ISIN: JP3172450003 Primary SEDOL: 6034188
Page 55 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
G-7 HOLDINGS Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kinoshita, Mamoru Mgmt For For
1.2 Elect Director Kaneda, Tatsumi Mgmt For For
1.3 Elect Director Kinoshita, Norio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Kishimoto, Yasumasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Matsuda, Yukitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Okumoto, Keiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Sakamoto, Mitsuru Mgmt For For
1.8 Elect Director Shida, Yukihiro Mgmt For For
2 Appoint Statutory Auditor Yoshida, Taizo Mgmt For For
3.1 Appoint Alternate Statutory Auditor Hayashi, Mgmt For For Atsunori
3.2 Appoint Alternate Statutory Auditor Yoneda, Koji Mgmt For For
Glory Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 6457
Primary ISIN: JP3274400005 Primary SEDOL: 6374226
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 30
2.1 Elect Director Onoe, Hirokazu Mgmt For For
Page 56 of 278
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Glory Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Miwa, Motozumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Onoe, Hideo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Mabuchi, Shigetoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kotani, Kaname Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Harada, Akihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Sasaki, Hiroki Mgmt For For
2.8 Elect Director Iki, Joji Mgmt For For
3 Appoint Statutory Auditor Fujita, Toru Mgmt For For
4 Approve Annual Bonus Mgmt For For
Goldcrest Co. Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 8871
Primary ISIN: JP3306800008 Primary SEDOL: 6123343
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Yasukawa, Hidetoshi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.2 Elect Director Tsumura, Masao Mgmt For For
1.3 Elect Director Ito, Masaki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 57 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Goldcrest Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Tsuda, Hayuru Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.1 Appoint Statutory Auditor Onodera, Satoshi Mgmt For For
2.2 Appoint Statutory Auditor Onishi, Kenichi Mgmt For For
2.3 Appoint Statutory Auditor Sato, Taro Mgmt For For
3 Appoint Alternate Statutory Auditor Kawaguchi, Mgmt For For Masao
Hanwa Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8078
Primary ISIN: JP3777800008 Primary SEDOL: 6408824
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 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 Amend Articles to Amend Business Lines - Mgmt For For Clarify Director Authority on Shareholder Meetings - Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings
4.1 Elect Director Kita, Shuji Mgmt For For
4.2 Elect Director Furukawa, Hironari Mgmt For For
4.3 Elect Director Serizawa, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Ogasawara, Akihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Kato, Yasumichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 58 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hanwa Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.6 Elect Director Nagashima, Hidemi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Nakagawa, Yoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Kurata, Yasuharu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.9 Elect Director Seki, Osamu Mgmt For For
4.10 Elect Director Hori, Ryuji Mgmt For For
4.11 Elect Director Yamamoto, Hiromasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.12 Elect Director Hatanaka, Yasushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.13 Elect Director Sasayama, Yoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.14 Elect Director Ideriha, Chiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
5.1 Appoint Statutory Auditor Kawanishi, Hideo 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.
5.2 Appoint Statutory Auditor Togawa, Naoyuki 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.
Harmonic Drive Systems Inc.
Meeting Date: 06/14/2017 Country: Japan Meeting Type: Annual Ticker: 6324
Primary ISIN: JP3765150002 Primary SEDOL: 6108179
Page 59 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Harmonic Drive Systems Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
2.1 Elect Director Ito, Mitsumasa Mgmt For For
2.2 Elect Director Nagai, Akira Mgmt For For
2.3 Elect Director Yasue, Hideo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Maruyama, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Ito, Yoshimasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Yoshida, Haruhiko Mgmt For For
2.7 Elect Director Sakai, Shinji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Nakamura, Masanobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Fukuda, Yoshio Mgmt For For
4 Approve Annual Bonus Mgmt For For
5 Approve Compensation Ceiling for Statutory Mgmt For For Auditors
Haruyama Holdings Inc.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 7416
Primary ISIN: JP3773600006 Primary SEDOL: 6419815
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Haruyama, Masashi Mgmt For Against
Page 60 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Haruyama Holdings Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance. Furthermore, the board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.2 Elect Director Ito, Taku Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.3 Elect Director Matsuda, Yoshinari Mgmt For For
2 Appoint Statutory Auditor Okada, Hiroshi Mgmt For For
3 Appoint Alternate Statutory Auditor Kumagai, Mgmt For For Shigemi
Haseko Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 1808
Primary ISIN: JP3768600003 Primary SEDOL: 6414401
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 30
2.1 Elect Director Oguri, Ikuo Mgmt For For
2.2 Elect Director Tsuji, Noriaki Mgmt For For
2.3 Elect Director Muratsuka, Shosuke Mgmt For For
2.4 Elect Director Imanaka, Yuhei Mgmt For For
2.5 Elect Director Ikegami, Kazuo Mgmt For For
2.6 Elect Director Amano, Kohei Mgmt For For
2.7 Elect Director Kogami, Tadashi Mgmt For For
3 Appoint Statutory Auditor Ikegami, Takeshi Mgmt For For
4 Approve Trust-Type Equity Compensation Plan Mgmt For For
Page 61 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hazama Ando Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 1719
Primary ISIN: JP3767810009 Primary SEDOL: 6687991
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 11
2.1 Elect Director Ono, Toshio Mgmt For For
2.2 Elect Director Nomura, Toshiaki Mgmt For For
2.3 Elect Director Kaneko, Haruyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kojima, Hidekazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Fukutomi, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Ikegami, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Hosobuchi, Hideo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Miyamori, Shinya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Fujita, Yuzuru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Fujita, Masami Mgmt For For
2.11 Elect Director Kitagawa, Mariko Mgmt For For
3 Appoint Alternate Statutory Auditor Hiramatsu, Mgmt For For Takemi
Page 62 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Heiwado Co. Ltd.
Meeting Date: 05/18/2017 Country: Japan Meeting Type: Annual Ticker: 8276
Primary ISIN: JP3834400008 Primary SEDOL: 6419611
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 Clarify Director Authority on Mgmt For For Shareholder Meetings - Clarify Director Authority on Board Meetings
3.1 Elect Director Natsuhara, Hirakazu Mgmt For For
3.2 Elect Director Hiramatsu, Masashi Mgmt For For
3.3 Elect Director Natsuhara, Kohei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Natsuhara, Yohei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Tabuchi, Hisashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Fukushima, Shigeru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Tanaka, Hitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4 Elect Director and Audit Committee Member Mgmt For Against Kimura, Masato Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Hitachi Construction Machinery Co. Ltd.
Meeting Date: 06/26/2017 Country: Japan Meeting Type: Annual Ticker: 6305
Primary ISIN: JP3787000003 Primary SEDOL: 6429405
Page 63 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hitachi Construction Machinery Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Okuhara, Kazushige Mgmt For For
1.2 Elect Director Toyama, Haruyuki Mgmt For For
1.3 Elect Director Hirakawa, Junko Mgmt For For
1.4 Elect Director Ishizuka, Tatsuro Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Okada, Osamu Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Katsurayama, Tetsuo Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Saito, Yutaka Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Sumioka, Koji Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Hirano, Kotaro Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
1.10 Elect Director Fujii, Hirotoyo Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
Hitachi Ltd.
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 6501
Primary ISIN: JP3788600009 Primary SEDOL: 6429104
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Baba Kalyani Mgmt For For
1.2 Elect Director Cynthia Carroll Mgmt For For
Page 64 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hitachi Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Sakakibara, Sadayuki Mgmt For For
1.4 Elect Director George Buckley Mgmt For For
1.5 Elect Director Louise Pentland Mgmt For For
1.6 Elect Director Mochizuki, Harufumi Mgmt For For
1.7 Elect Director Yamamoto, Takatoshi Mgmt For For
1.8 Elect Director Philip Yeo Mgmt For For
1.9 Elect Director Yoshihara, Hiroaki Mgmt For For
1.10 Elect Director Tanaka, Kazuyuki Mgmt For For
1.11 Elect Director Nakanishi, Hiroaki Mgmt For For
1.12 Elect Director Nakamura, Toyoaki Mgmt For For
1.13 Elect Director Higashihara, Toshiaki Mgmt For For
Hitachi Maxell Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 6810
Primary ISIN: JP3791800000 Primary SEDOL: 6429386
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Adoption of Holding Company Mgmt For For Structure and Transfer of Operations to Wholly Owned Subsidiary
2 Amend Articles to Change Company Name - Mgmt For For Amend Business Lines - Change Location of Head Office
3.1 Elect Director Senzai, Yoshihiro Mgmt For For
3.2 Elect Director Katsuta, Yoshiharu Mgmt For For
3.3 Elect Director Iwasaki, Meiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Yoshitake, Kenichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 65 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hitachi Transport Systems Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 9086
Primary ISIN: JP3791200003 Primary SEDOL: 6429234
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Change Location of Head Mgmt For For Office
2.1 Elect Director Izumoto, Sayoko Mgmt For For
2.2 Elect Director Iwata, Shinjiro Mgmt For For
2.3 Elect Director Urano, Mitsudo Mgmt For For
2.4 Elect Director Fusayama, Tetsu Mgmt For For
2.5 Elect Director Magoshi, Emiko Mgmt For For
2.6 Elect Director Maruta, Hiroshi Mgmt For For
2.7 Elect Director Jinguji, Takashi Mgmt For For
2.8 Elect Director Nakatani, Yasuo Mgmt For For
Hokkan Holdings Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 5902
Primary ISIN: JP3846600009 Primary SEDOL: 6431109
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kudo, Tsunenobu Mgmt For For
1.2 Elect Director Yamazaki, Setsumasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Ikeda, Kosuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Kubota, Hirokazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 66 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hokkan Holdings Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Fujimoto, Ryoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Koike, Akio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Takeda, Takuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Tanaka, Hiroshi Mgmt For For
1.9 Elect Director Ando, Nobuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2 Appoint Statutory Auditor Terashima, Tsutomu 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 Appoint Alternate Statutory Auditor Tajima, Mgmt For For Masahiro
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.
Hokuhoku Financial Group Inc.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 8377
Primary ISIN: JP3842400008 Primary SEDOL: 6683591
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 44
2 Amend Articles to Abolish Board Structure with Mgmt For For Statutory Auditors - Adopt Board Structure with Audit Committee - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Indemnify Directors - Reflect Changes in Law
3.1 Elect Director Ihori, Eishin Mgmt For For
Page 67 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hokuhoku Financial Group Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Sasahara, Masahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Mugino, Hidenori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Kanema, Yuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Yoshida, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Asabayashi, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Ogura, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.1 Elect Director and Audit Committee Member Mgmt For Against Kikushima, Satoshi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
4.2 Elect Director and Audit Committee Member Mgmt For Against Kawada, Tatsuo Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
4.3 Elect Director and Audit Committee Member Mgmt For For Nakagawa, Ryoji
4.4 Elect Director and Audit Committee Member Mgmt For For Manabe, Masaaki
4.5 Elect Director and Audit Committee Member Mgmt For Against Suzuki, Nobuya Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
5 Approve Compensation Ceiling for Directors Mgmt For For Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors Mgmt For For Who Are Audit Committee Members
7 Approve Deep Discount 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.
Page 68 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Honda Motor Co. Ltd.
Meeting Date: 06/15/2017 Country: Japan Meeting Type: Annual Ticker: 7267
Primary ISIN: JP3854600008 Primary SEDOL: 6435145
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 24
2 Amend Articles to Abolish Board Structure with Mgmt For For Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
3.1 Elect Director Hachigo, Takahiro Mgmt For For
3.2 Elect Director Kuraishi, Seiji Mgmt For For
3.3 Elect Director Matsumoto, Yoshiyuki Mgmt For For
3.4 Elect Director Mikoshiba, Toshiaki Mgmt For For
3.5 Elect Director Yamane, Yoshi Mgmt For For
3.6 Elect Director Takeuchi, Kohei Mgmt For For
3.7 Elect Director Kunii, Hideko Mgmt For For
3.8 Elect Director Ozaki, Motoki Mgmt For For
3.9 Elect Director Ito, Takanobu Mgmt For For
4.1 Elect Director and Audit Committee Member Mgmt For For Yoshida, Masahiro
4.2 Elect Director and Audit Committee Member Mgmt For For Suzuki, Masafumi
4.3 Elect Director and Audit Committee Member Mgmt For For Hiwatari, Toshiaki
4.4 Elect Director and Audit Committee Member Mgmt For For Takaura, Hideo
4.5 Elect Director and Audit Committee Member Mgmt For For Tamura, Mayumi
5 Approve Compensation Ceiling for Directors Mgmt For For Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors Mgmt For For Who Are Audit Committee Members
Page 69 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
H-One Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 5989
Primary ISIN: JP3795200009 Primary SEDOL: 6428662
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 13
2.1 Elect Director Kaneda, Atsushi Mgmt For For
2.2 Elect Director Kobayashi, Akihisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Ota, Kiyofumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Endo, Eitaro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Tajima, Hiroaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Maruyama, Keiichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Todokoro, Kunihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Alternate Statutory Auditor Murakami, Mgmt For For Hiroki
Hoya Corp.
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 7741
Primary ISIN: JP3837800006 Primary SEDOL: 6441506
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Koeda, Itaru Mgmt For For
Page 70 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hoya Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Uchinaga, Yukako Mgmt For For
1.3 Elect Director Urano, Mitsudo Mgmt For For
1.4 Elect Director Takasu, Takeo Mgmt For For
1.5 Elect Director Kaihori, Shuzo Mgmt For For
1.6 Elect Director Suzuki, Hiroshi Mgmt For For
HUMAN HOLDINGS CO LTD
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 2415
Primary ISIN: JP3794520001 Primary SEDOL: B02QLV3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 18.5
2.1 Elect Director Sato, Koichi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Sato, Tomonari Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.3 Elect Director Kurosaki, Kosuke Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.4 Elect Director Moromikawa, Kazuomi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.5 Elect Director Kawakami, Teruyuki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 71 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
HUMAN HOLDINGS CO LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Sato, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.7 Elect Director Ozawa, Kentaro Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.8 Elect Director Otaya, Mitsugu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.9 Elect Director Arai, Yoshitaka Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.10 Elect Director Odajima, Hidekazu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Hyakugo Bank Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8368
Primary ISIN: JP3793800008 Primary SEDOL: 6659666
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 4
2.1 Elect Director Ueda, Tsuyoshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Ito, Toshiyasu Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
Page 72 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hyakugo Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Watanabe, Yoshihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Sugiura, Masakazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Tanaka, Hideto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Terao, Masaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Goto, Etsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Nago, Norimitsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Kamamori, Nobuaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Takenaka, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Yanagitani, Tsuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Yamazaki, Kei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.13 Elect Director Kobayashi, Nagahisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.14 Elect Director Kawakita, Hisashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 73 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hyakujushi Bank Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8386
Primary ISIN: JP3794200000 Primary SEDOL: 6659707
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 4
2 Amend Articles to Abolish Board Structure with Mgmt For For Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
3.1 Elect Director Watanabe, Tomoki Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.2 Elect Director Ayada, Yujiro Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.3 Elect Director Kagawa, Ryohei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Kiuchi, Teruo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Nishikawa, Ryuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Kozuchi, Kazushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Mori, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Oyama, Kiichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Toyoshima, Masakazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 74 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Hyakujushi Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.1 Elect Director and Audit Committee Member Mgmt For Against Hirao, Yukio Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
4.2 Elect Director and Audit Committee Member Mgmt For Against Satomi, Masanobu Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
4.3 Elect Director and Audit Committee Member Mgmt For For Kuwashiro, Hideki
4.4 Elect Director and Audit Committee Member Mgmt For For Ihara, Michiyo
4.5 Elect Director and Audit Committee Member Mgmt For Against Kobayashi, Kazuo Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
4.6 Elect Director and Audit Committee Member Ito, Mgmt For Against Junichi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
5 Approve Compensation Ceiling for Directors Mgmt For For Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors Mgmt For For Who Are Audit Committee Members
7 Approve Trust-Type Equity Compensation Plan Mgmt For For
Ibiden Co. Ltd.
Meeting Date: 06/16/2017 Country: Japan Meeting Type: Annual Ticker: 4062
Primary ISIN: JP3148800000 Primary SEDOL: 6456102
Page 75 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Ibiden Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Abolish Board Structure with Mgmt For For Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
2.1 Elect Director Takenaka, Hiroki Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Aoki, Takeshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.3 Elect Director Nishida, Tsuyoshi Mgmt For For
2.4 Elect Director Kodama, Kozo Mgmt For For
2.5 Elect Director Yamaguchi, Chiaki Mgmt For For
2.6 Elect Director Mita, Toshio Mgmt For For
2.7 Elect Director Yoshihisa, Koichi Mgmt For For
3.1 Elect Director and Audit Committee Member Mgmt For For Sakashita, Keiichi
3.2 Elect Director and Audit Committee Member Mgmt For For Kuwayama, Yoichi
3.3 Elect Director and Audit Committee Member Mgmt For For Kato, Fumio
3.4 Elect Director and Audit Committee Member Mgmt For For Horie, Masaki
3.5 Elect Director and Audit Committee Member Mgmt For For Kawai, Nobuko
4 Elect Alternate Director and Audit Committee Mgmt For For Member Komori, Shogo
5 Approve Fixed Cash Compensation Ceiling and Mgmt For For Performance-Based Cash Compensation for Directors Who Are Not Audit Committee Members
6 Approve Compensation Ceiling for Directors Mgmt For For Who Are Audit Committee Members
7 Approve Trust-Type Equity Compensation 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.
8 Appoint KPMG AZSA LLC as New External Audit Mgmt For For Firm
Page 76 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
IHI Corporation
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 7013
Primary ISIN: JP3134800006 Primary SEDOL: 6466985
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Saito, Tamotsu Mgmt For For
1.2 Elect Director Mitsuoka, Tsugio Mgmt For For
1.3 Elect Director Sekido, Toshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Terai, Ichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Otani, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Mochizuki, Mikio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Shikina, Tomoharu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Kuwata, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Fujiwara, Taketsugu Mgmt For For
1.10 Elect Director Kimura, Hiroshi Mgmt For For
1.11 Elect Director Yamada, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.12 Elect Director Awai, Kazuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.13 Elect Director Ishimura, Kazuhiko Mgmt For For
1.14 Elect Director Tanaka, Yayoi Mgmt For For
2.1 Appoint Statutory Auditor Suga, Taizo Mgmt For For
2.2 Appoint Statutory Auditor Yatsu, Tomomi Mgmt For For
Page 77 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
IHI Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Compensation Ceiling for Directors Mgmt For For
4 Approve Trust-Type Equity Compensation 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.
5 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
IJT Technology Holdings Co., Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 7315
Primary ISIN: JP3102310004 Primary SEDOL: BDD24S9
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2.1 Elect Director Mizutani, Haruki Mgmt For For
2.2 Elect Director Harada, Masashi Mgmt For For
2.3 Elect Director Saito, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Asada, Kazunori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Sakai, Takuma Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Fujimori, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Oda, Hideaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Tsuchiya, Ichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 78 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
IJT Technology Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Takeshima, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Fujino, Toshihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Oyama, 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.
3.2 Appoint Statutory Auditor Ota, Masanori 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 Urabe, Akiko Mgmt For For
3.4 Appoint Statutory Auditor Fujiwara, Junya 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.
I-Net Corp
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 9600
Primary ISIN: JP3105010007 Primary SEDOL: 6461399
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 18
2.1 Elect Director Ikeda, Noriyoshi Mgmt For For
2.2 Elect Director Kajimoto, Shigemasa Mgmt For For
2.3 Elect Director Taguchi, Tsutomu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Sakai, Mitsuru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Wanibuchi, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 79 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
I-Net Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Saeki, Tomomichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Uchida, Naokatsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Ishigami, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Tateshima, Naoki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Kinoshita, Masakazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Asai, Kiyoko Mgmt For For
2.12 Elect Director Takenochi, Yukiko Mgmt For For
3 Appoint Statutory Auditor Miyazaki, Masatoshi Mgmt For For
Itochu Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8001
Primary ISIN: JP3143600009 Primary SEDOL: 6467803
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 27.5
2 Amend Articles to Amend Business Lines Mgmt For For
3.1 Elect Director Okafuji, Masahiro Mgmt For For
3.2 Elect Director Okamoto, Hitoshi Mgmt For For
3.3 Elect Director Suzuki, Yoshihisa Mgmt For For
3.4 Elect Director Kobayashi, Fumihiko Mgmt For For
3.5 Elect Director Hachimura, Tsuyoshi Mgmt For For
3.6 Elect Director Fujisaki, Ichiro Mgmt For For
Page 80 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Itochu Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Kawakita, Chikara Mgmt For For
3.8 Elect Director Muraki, Atsuko Mgmt For For
3.9 Elect Director Mochizuki, Harufumi Mgmt For For
4.1 Appoint Statutory Auditor Majima, Shingo Mgmt For For
4.2 Appoint Statutory Auditor Ono, Kotaro Mgmt For For
IwaiCosmo Holdings
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8707
Primary ISIN: JP3149950002 Primary SEDOL: B0WGLX5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Clarify Director Authority on Mgmt For For Shareholder Meetings - Clarify Director Authority on Board Meetings - Reflect Changes in Law
2.1 Elect Director Okitsu, Yoshiaki Mgmt For For
2.2 Elect Director Sasakawa, Takao Mgmt For For
2.3 Elect Director Matsura, Yasuhiro Mgmt For For
2.4 Elect Director Saeki, Terumichi Mgmt For For
2.5 Elect Director Saraya, Yusuke 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.
3 Appoint Statutory Auditor Mitani, Yoshihiro Mgmt For For
4.1 Appoint Alternate Statutory Auditor Shoji, Mgmt For For Tadamasa
4.2 Appoint Alternate Statutory Auditor Akiyama, Mgmt For For Kenjiro
Iwasaki Electric Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 6924
Primary ISIN: JP3150800005 Primary SEDOL: 6468129
Page 81 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Iwasaki Electric 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 4
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3.1 Elect Director Watanabe, Bunya Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.2 Elect Director Ito, Yoshitake Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.3 Elect Director Kida, Yoshimasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Saotome, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Kato, Masanori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Arimatsu, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Takasu, Toshiharu Mgmt For For
3.8 Elect Director Hiromura, Shungo Mgmt For For
4 Appoint Statutory Auditor Watanabe, Shozo 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 Yamazaki, Mgmt For Against Masayuki 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.
J Trust Co Ltd
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8508
Primary ISIN: JP3142350002 Primary SEDOL: 6126717
Page 82 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
J Trust Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Fujisawa, Nobuyoshi Mgmt For For
1.2 Elect Director Chiba, Nobuiku Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Adachi, Nobiru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Asano, Shigeyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Myochin, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Hitachi, Taiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Kurokawa, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Nishikawa, Yukihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Iimori, Yoshihide Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.10 Elect Director Atsuta, Ryuichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.11 Elect Director Igarashi, Norio Mgmt For For
1.12 Elect Director Mizuta, Ryuji Mgmt For For
1.13 Elect Director Kaneko, Masanori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2 Appoint Statutory Auditor Iguchi, Fumio 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 83 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
JAFCO Co. Ltd.
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 8595
Primary ISIN: JP3389900006 Primary SEDOL: 6471439
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Fuki, Shinichi Mgmt For For
1.2 Elect Director Yamada, Hiroshi Mgmt For For
1.3 Elect Director Shibusawa, Yoshiyuki Mgmt For For
1.4 Elect Director Miyoshi, Keisuke Mgmt For For
2.1 Elect Director and Audit Committee Member Mgmt For For Yoshimura, Sadahiko
2.2 Elect Director and Audit Committee Member Mgmt For For Tanami, Koji
2.3 Elect Director and Audit Committee Member Mgmt For For Akiba, Kenichi
2.4 Elect Director and Audit Committee Member Mgmt For For Tamura, Shigeru
Japan AirLines Co. Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 9201
Primary ISIN: JP3705200008 Primary SEDOL: B8BRV46
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 94
2 Amend Articles to Authorize Board to Pay Mgmt For For Interim Dividends
3.1 Elect Director Onishi, Masaru Mgmt For For
3.2 Elect Director Ueki, Yoshiharu Mgmt For For
3.3 Elect Director Fujita, Tadashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 84 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Japan AirLines Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Okawa, Junko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Saito, Norikazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Kikuyama, Hideki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Shin, Toshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Iwata, Kimie Mgmt For For
3.9 Elect Director Kobayashi, Eizo Mgmt For For
3.10 Elect Director Ito, Masatoshi Mgmt For For
4 Approve Cash Compensation Ceiling for Mgmt For For Directors and Equity Compensation Plan
Japan Display Inc.
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 6740
Primary ISIN: JP3389660006 Primary SEDOL: BJYNHY0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Accounting Transfers Mgmt For For
2.1 Elect Director Higashiiriki, Nobuhiro Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Aruga, Shuji Mgmt For For
2.3 Elect Director Katsumata, Mikihide Mgmt For For
2.4 Elect Director Higashi, Nobuyuki Mgmt For For
2.5 Elect Director Shirai, Katsuhiko Mgmt For For
2.6 Elect Director Shimokobe, Kazuhiko Mgmt For For
2.7 Elect Director Hashimoto, Takahisa Mgmt For For
Page 85 of 278
The SEI Japan Equity Fund All Votes Report
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Japan Display Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Appoint Statutory Auditor Kawasaki, Kazuo Mgmt For For
3.2 Appoint Statutory Auditor Eto, Yoichi Mgmt For For
3.3 Appoint Statutory Auditor Kawashima, Toshiaki Mgmt For For
4 Appoint Alternate Statutory Auditor Otsuka, Mgmt For For Keiichi
5 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.
Japan Post Bank Co., Ltd.
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 7182
Primary ISIN: JP3946750001 Primary SEDOL: BYT8165
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Ikeda, Norito Mgmt For For
1.2 Elect Director Tanaka, Susumu Mgmt For For
1.3 Elect Director Sago, Katsunori Mgmt For For
1.4 Elect Director Nagato, Masatsugu Mgmt For For
1.5 Elect Director Nakazato, Ryoichi Mgmt For For
1.6 Elect Director Arita, Tomoyoshi Mgmt For For
1.7 Elect Director Nohara, Sawako Mgmt For For
1.8 Elect Director Machida, Tetsu Mgmt For For
1.9 Elect Director Akashi, Nobuko Mgmt For For
1.10 Elect Director Tsuboi, Toshihiro Mgmt For For
1.11 Elect Director Ikeda, Katsuaki Mgmt For For
1.12 Elect Director Okamoto, Tsuyoshi Mgmt For For
1.13 Elect Director Nomoto, Hirofumi Mgmt For For
Page 86 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Japan Post Holdings Co., Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 6178
Primary ISIN: JP3752900005 Primary SEDOL: BYT8143
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Nagato, Masatsugu Mgmt For For
1.2 Elect Director Suzuki, Yasuo Mgmt For For
1.3 Elect Director Ikeda, Norito Mgmt For For
1.4 Elect Director Yokoyama, Kunio Mgmt For For
1.5 Elect Director Uehira, Mitsuhiko Mgmt For For
1.6 Elect Director Mukai, Riki Mgmt For For
1.7 Elect Director Noma, Miwako Mgmt For For
1.8 Elect Director Mimura, Akio Mgmt For For
1.9 Elect Director Yagi, Tadashi Mgmt For For
1.10 Elect Director Seino, Satoshi Mgmt For For
1.11 Elect Director Ishihara, Kunio Mgmt For For
1.12 Elect Director Inubushi, Yasuo Mgmt For For
1.13 Elect Director Charles D. Lake II Mgmt For For
1.14 Elect Director Hirono, Michiko Mgmt For For
1.15 Elect Director Munakata, Norio Mgmt For For
Japan Securities Finance Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8511
Primary ISIN: JP3714400003 Primary SEDOL: 6470760
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
2.1 Elect Director Masubuchi, Minoru Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
Page 87 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Japan Securities Finance Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Kobayashi, Eizo Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.3 Elect Director Higuchi, Shunichiro Mgmt For For
2.4 Elect Director Oritate, Toshihiro Mgmt For For
2.5 Elect Director Fukushima, Kenji Mgmt For For
2.6 Elect Director Maeda, Kazuhiro Mgmt For For
2.7 Elect Director Imai, Takashi Mgmt For For
2.8 Elect Director Mae, Tetsuo Mgmt For For
2.9 Elect Director Shinotsuka, Eiko Mgmt For For
3 Appoint Alternate Statutory Auditor Denawa, Mgmt For For Masato
JGC Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 1963
Primary ISIN: JP3667600005 Primary SEDOL: 6473468
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 Change Location of Head Mgmt For For Office
3.1 Elect Director Sato, Masayuki Mgmt For For
3.2 Elect Director Kawana, Koichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Ishizuka, Tadashi Mgmt For For
3.4 Elect Director Yamazaki, Yutaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Akabane, Tsutomu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 88 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
JGC Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.6 Elect Director Furuta, Eiki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Sato, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Suzuki, Masanori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Terajima, Kiyotaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Endo, Shigeru Mgmt For For
3.11 Elect Director Matsushima, Masayuki Mgmt For For
JMS Co. Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 7702
Primary ISIN: JP3386050003 Primary SEDOL: 6640013
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 4
2 Approve Reverse Stock Split Mgmt For For
3.1 Elect Director Okukubo, Hiroaki Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.2 Elect Director Awane, Yasuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Kunitomi, Jun Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Morikawa, Shigemi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 89 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
JMS Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.5 Elect Director Sato, Masafumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Katsura, Ryuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Yanagida, Shogo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Iguchi, Akihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Ikemura, Kazuo Mgmt For For
4.1 Appoint Statutory Auditor Kaneguchi, Norikazu Mgmt For For
4.2 Appoint Statutory Auditor Waseda, Sachio Mgmt For For
5 Appoint Alternate Statutory Auditor Tohi, Akihiro Mgmt For For
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.
J-Oil Mills Inc.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 2613
Primary ISIN: JP3840000008 Primary SEDOL: 6512747
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 Amend Articles to Indemnify Directors - Mgmt For For Indemnify Statutory Auditors
3.1 Elect Director Hachiuma, Fuminao Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Page 90 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
J-Oil Mills Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director Zento, Katsuo Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Kondo, Kunihiko Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Matsumoto, Eizo Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Tatsumi, Kenichi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Kodama, Yuji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Tochio, Masaya Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Imai, Yasuhiro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Shintaku, Yutaro Mgmt For For
4.1 Appoint Statutory Auditor Nozaki, Akira 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.
4.2 Appoint Statutory Auditor Ikeya, Shuichi Mgmt For For
5 Approve Annual Bonus Mgmt For For
6 Approve Director and Statutory Auditor Mgmt For Against Retirement Bonus 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.
7 Approve Bonus Related to Retirement Bonus Mgmt For Against System Abolition 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.
8 Approve Compensation Ceilings for Directors Mgmt For For and Statutory Auditors
9 Approve Trust-Type Equity Compensation 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.
Page 91 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
J-Oil Mills Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
10 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.
JTEKT Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 6473
Primary ISIN: JP3292200007 Primary SEDOL: 6497082
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 Sudo, Seiichi Mgmt For For
2.2 Elect Director Agata, Tetsuo Mgmt For For
2.3 Elect Director Kawakami, Seiho Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Isaka, Masakazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kume, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Miyazaki, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kaijima, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Takahashi, Tomokazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Matsumoto, Takumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 92 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
JTEKT Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.10 Elect Director Miyatani, Takao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Okamoto, Iwao Mgmt For For
3 Approve Annual Bonus Mgmt For For
JVC Kenwood Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 6632
Primary ISIN: JP3386410009 Primary SEDOL: B3CY5L6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Abe, Yasuyuki Mgmt For For
1.2 Elect Director Tsuji, Takao Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.3 Elect Director Eguchi, Shoichiro Mgmt For For
1.4 Elect Director Aigami, Kazuhiro Mgmt For For
1.5 Elect Director Imai, Masaki Mgmt For For
1.6 Elect Director Tanida, Yasuyuki Mgmt For For
1.7 Elect Director Miyamoto, Masatoshi Mgmt For For
1.8 Elect Director Hikita, Junichi Mgmt For For
1.9 Elect Director Iwata, Shinjiro Mgmt For For
2 Appoint Statutory Auditor Fujita, Satoshi Mgmt For For
3 Appoint Alternate Statutory Auditor Washida, Mgmt For For Akihiko
Kaga Electronics
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8154
Primary ISIN: JP3206200002 Primary SEDOL: 6480758
Page 93 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kaga Electronics
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 35
2.1 Elect Director Tsukamoto, Isao Mgmt For For
2.2 Elect Director Kado, Ryoichi Mgmt For For
2.3 Elect Director Takahashi, Shinsuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Takashi, Yukio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kakei, Shintaro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Kawamura, Eiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Toshinari, Motonori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Nohara, Mitsuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Miyoshi, Susumu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Tamura, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Kamei Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8037
Primary ISIN: JP3219400003 Primary SEDOL: 6482550
Page 94 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kamei Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 12.5
2.1 Elect Director Kamei, Fumiyuki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Kamei, Junichi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.3 Elect Director Suzuki, Masashi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.4 Elect Director Takahashi, Hiroyuki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.5 Elect Director Hirata, Sakae Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.6 Elect Director Sato, Atsushi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.7 Elect Director Kikkawa, Koki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.8 Elect Director Abe, Jinichi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 95 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kamei Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Takahashi, Kiyomitsu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.10 Elect Director Endo, Ryoichi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.11 Elect Director Kamei, Akio Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.12 Elect Director Omachi, Masafumi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Kanaden Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8081
Primary ISIN: JP3215000005 Primary SEDOL: 6483304
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Provisions on Director Mgmt For For Titles - Clarify Director Authority on Board Meetings
2.1 Elect Director Motohashi, Nobuyuki Mgmt For For
2.2 Elect Director Shimamoto, Kazunori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Jin, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nagashima, Yoshiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 96 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kanaden Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Umezaki, Akimitsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Tsunekawa, Yukio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Mori, Hisataka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Saito, Shinsuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Sakai, Harushige 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.
4.1 Appoint Alternate Statutory Auditor Torigoe, Mgmt For Against Junya 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.
4.2 Appoint Alternate Statutory Auditor Takeuchi, Mgmt For Against Akira 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.
Kanematsu Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8020
Primary ISIN: JP3217100001 Primary SEDOL: 6483467
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
2 Amend Articles to Decrease Authorized Capital - Mgmt For For Reduce Share Trading Unit
3.1 Elect Director Shimojima, Masayuki Mgmt For For
3.2 Elect Director Tanigawa, Kaoru Mgmt For For
3.3 Elect Director Hasegawa, Masao Mgmt For For
Page 97 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kanematsu Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Gunji, Takashi Mgmt For For
3.5 Elect Director Tsutano, Tetsuro Mgmt For For
3.6 Elect Director Hirai, Yutaka Mgmt For For
3.7 Elect Director Katayama, Seiichi Mgmt For For
3.8 Elect Director Yajima, Tsutomu Mgmt For For
Kansai Electric Power Co. Inc.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 9503
Primary ISIN: JP3228600007 Primary SEDOL: 6483489
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25
2.1 Elect Director Yagi, Makoto Mgmt For For
2.2 Elect Director Iwane, Shigeki Mgmt For For
2.3 Elect Director Toyomatsu, Hideki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kagawa, Jiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Doi, Yoshihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Morimoto, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Inoue, Tomio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Sugimoto, Yasushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 98 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kansai Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Yukawa, Hidehiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Oishi, Tomihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Shimamoto, Yasuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Inoue, Noriyuki Mgmt For For
2.13 Elect Director Okihara, Takamune Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.14 Elect Director Kobayashi, Tetsuya Mgmt For For
3.1 Appoint Statutory Auditor Yashima, Yasuhiro 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 Otsubo, Fumio Mgmt For For
4 Amend Articles to Phase out Use of Nuclear SH Against Against Energy and Fossil Fuel Energy and to Promote Renewable Energy Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- It would be inappropriate to incorporate a vaguely worded statement into the articles of incorporation.
5 Amend Articles to Require Detailed Shareholder SH Against Against Meeting Minutes Disclosure Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proposal appears primarily aimed at gaining publicity for the causes of activist shareholders, with no apparent benefits for shareholders as a whole.
6 Amend Articles to Introduce Provision on SH Against Against Corporate Social Responsibility to Promote Operational Sustainability Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- It would be inappropriate to incorporate a vaguely worded statement into the articles of incorporation.
7 Amend Articles to Introduce Provision on SH Against Against Corporate Social Responsibility related to Information Disclosure Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- It would be inappropriate to incorporate a vaguely worded statement into the articles of incorporation.
8 Amend Articles to Introduce Provision on SH Against Against Corporate Social Responsibility related to Human Resource Development and Technology Development Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- It would be inappropriate to incorporate a vaguely worded statement into the articles of incorporation.
Page 99 of 278
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Kansai Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Amend Articles to Introduce Provision on SH Against Against Corporate Social Responsibility related to Energy Saving Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- It would be inappropriate to incorporate a vaguely worded statement into the articles of incorporation.
10 Approve Income Allocation, with a Final SH Against Against Dividend of JPY 5 Higher than Management's Dividend Proposal Voter Rationale:
A vote AGAINST this proposal is recommended because:- The utility returned to profitability in 2015-16 after four years of losses, and it resumed dividend payments for the year under review after four fiscal periods with no dividends, thus, it will not be appropriate to make dividend payments as proposed at this moment.
11 Remove President Shigeki Iwane from Office SH Against Against
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The arguments presented do not provide strong evidence for any serious lapse in Iwane's leadership.
12 Amend Articles to Require Disclosure of SH Against For Compensation of Individual Directors and its Calculation Base Voter Rationale:
A vote FOR this shareholder proposal is recommended because:- The amendment may enhance the company's overall reputation for transparency and accountability.
13 Amend Articles to Launch Committee on SH Against Against Promotion of Work Sustainability Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
14 Amend Articles to Ban Reprocessing of Spent SH Against Against Nuclear Fuel and Abandon Recycling Projects Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- Complex policy calls of this sort are best left to management and the board, rather than leaving it to a shareholder referendum on an inflexible mandate such as proposed here.
15 Amend Articles to Launch Committee to Review SH Against Against Risks associated with Aging Nuclear Plants and Resumption of Nuclear Operation after Long-time Suspension Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The committee's mission would assume at the outset a goal to permanently decommission all the utility's nuclear facilities.- Management is best equipped to address safety issues and consider the feasibility of cost effective use of nuclear or other technologies in its generation mix, with board oversight, until and unless evidence emerges that management or the board is not acting in the best interests of shareholders.
16 Amend Articles to Ban Operation of Nuclear SH Against Against Power Generation Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The option of nuclear power should not be inflexibly ruled out while the possibility remains that safety and financial findings may show it to be a desirable part of the mix.
17 Amend Articles to Promote Maximum Disclosure SH Against Against to Gain Consumer Trust Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposal does not offer a substantive change to current policy.
Page 100 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kansai Electric Power Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
18 Amend Articles to Require Disclosure of SH Against For Compensation of Individual Directors Voter Rationale:
A vote FOR this shareholder proposal is recommended because:- The amendment may enhance the company's overall reputation for transparency and accountability.
19 Amend Articles to Encourage Dispersed SH Against Against Renewable and Natural Gas Power Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposal does not offer a substantive change to current policy, and it is not clear that firm's quest for power source diversity lacks vigor.
20 Amend Articles to Encourage Dispersed SH Against Against Renewable and Natural Gas Power Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposal does not offer a substantive change to current policy, and it is not clear that firm's quest for power source diversity lacks vigor.
21 Amend Articles to Cease Nuclear Operations and SH Against Against Decommission All Nuclear Facilities as Soon as Possible Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- It is not prudent to include language that inflexibly rules out all future use of nuclear power as a component in the firm's generation mix.
22 Amend Articles to Commit to Nurture of Work SH Against Against Climate Conducive to Improving Quality of Nuclear Safety Mechanisms Through Debate Among Employees Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proponent is correct in stressing the importance of a culture of safety and of open debate, but does not clarify in what sense this is currently lacking, or highlight an example of any objectionable or concerning behavior.
23 Amend Articles to Ban Hiring or Service on the SH Against Against Board or at the Company by Former Government Officials Voter Rationale:
A vote AGAINST this proposal is recommended because:- It would impose an inflexible restriction that could disqualify good candidates in cases where true conflicts of interest do not exist.
24 Amend Articles to Reduce Maximum Board Size SH Against Against from 20 to 10 and Require Majority Outsider Board Voter Rationale:
A vote AGAINST this proposal is recommended because:- Reducing the board to the extent proposed on cost grounds, with no consideration of the ratio of independents or of the need for vacancies for potential dissident nominees, is hard to justify on governance grounds.- While requiring a majority outsider board would be ideal as a theoretical concept, mandating such change in reality would change the utility's board function completely, posing a risk of disruption, and there are no grounds to believe that the current board has such extensive problems or conflicts that it should be changed in the way requested by the proponents.
25 Amend Articles to End Reliance on Nuclear SH Against Against Power Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- It is not prudent to effectively rule out significant continued use of nuclear power even if safety and cost considerations show it to be desirable in the judgment of management and the board.
Page 101 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kansai Paint Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4613
Primary ISIN: JP3229400001 Primary SEDOL: 6483746
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 11
2 Amend Articles to Reduce Directors' Term Mgmt For For
3.1 Elect Director Ishino, Hiroshi Mgmt For For
3.2 Elect Director Mori, Kunishi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Tanaka, Masaru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Kamikado, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Furukawa, Hidenori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Seno, Jun Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Asatsuma, Shinji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Harishchandra Meghraj Bharuka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Nakahara, Shigeaki Mgmt For For
3.10 Elect Director Miyazaki, Yoko Mgmt For For
4 Appoint Statutory Auditor Azuma, Seiichiro Mgmt For For
5 Appoint Alternate Statutory Auditor Nakai, Hiroe Mgmt For For
6 Approve Trust-Type Equity Compensation Plan Mgmt For For
Page 102 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kansai Paint Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7 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.
Kawasaki Heavy Industries, Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 7012
Primary ISIN: JP3224200000 Primary SEDOL: 6484620
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 2
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 Amend Articles to Update Authorized Capital to Mgmt For For Reflect Reverse Stock Split - Reduce Share Trading Unit
4.1 Elect Director Murayama, Shigeru Mgmt For For
4.2 Elect Director Kanehana, Yoshinori Mgmt For For
4.3 Elect Director Morita, Yoshihiko Mgmt For For
4.4 Elect Director Ishikawa, Munenori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Hida, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Tomida, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Kuyama, Toshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Ota, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 103 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kawasaki Heavy Industries, Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.9 Elect Director Ogawara, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.10 Elect Director Watanabe, Tatsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.11 Elect Director Yoneda, Michio Mgmt For For
4.12 Elect Director Yamamoto, Katsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
5.1 Appoint Statutory Auditor Kodera, Satoru Mgmt For For
5.2 Appoint Statutory Auditor Ishii, Atsuko Mgmt For For
6 Approve Compensation Ceiling for Statutory Mgmt For For Auditors
Kawasumi Laboratories Inc.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 7703
Primary ISIN: JP3225800006 Primary SEDOL: 6484857
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
2.1 Elect Director Sakaya, Yoshio Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Saino, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Suwa, Shuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Shirahama, Noriaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 104 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kawasumi Laboratories Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Toda, Shigeru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Yuasa, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Ota, Tadatoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 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.
4 Amend Articles to Mandate Creation and SH Against For Disclosure of Management Plan Voter Rationale:
A vote FOR this shareholder proposal is warranted because:- The mandate would boost management transparency.- The wording leaves ample flexibility to design disclosure appropriate for the industry.
5 Amend Articles to Mandate Establishment and SH Against For Disclosure of Target Date to Achieve ROE of 8 Percent Voter Rationale:
A vote FOR this shareholder proposal is warranted because:- Increased focus on ROE would support shareholder value.- The proposal would help the company to pay attention to capital efficiency, which in the end would increase the value of the company.
6 Authorize Share Repurchase SH Against For
Voter Rationale:
A vote FOR this shareholder proposal is warranted because:- More modest liquidity would improve the return on equity, profits and assets per share, increasing the firm's access to equity capital.- In the absence of a persuasive rationale for maintaining large cash reserves, the buyback appears to make sense.
KDDI Corporation
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 9433
Primary ISIN: JP3496400007 Primary SEDOL: 6248990
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 Onodera, Tadashi Mgmt For For
2.2 Elect Director Tanaka, Takashi Mgmt For For
Page 105 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
KDDI Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Morozumi, Hirofumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Takahashi, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Ishikawa, Yuzo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Uchida, Yoshiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Shoji, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Muramoto, Shinichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Mori, Keiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Yamaguchi, Goro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Kodaira, Nobuyori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Fukukawa, Shinji Mgmt For For
2.13 Elect Director Tanabe, Kuniko Mgmt For For
2.14 Elect Director Nemoto, Yoshiaki Mgmt For For
Keyence Corp.
Meeting Date: 06/09/2017 Country: Japan Meeting Type: Annual Ticker: 6861
Primary ISIN: JP3236200006 Primary SEDOL: 6490995
Page 106 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Keyence Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For Against Dividend of JPY 75 Voter Rationale: The proposed dividend is too low. The board should ensure cash is utilised efficiently to maximise returns for shareholders. This
2 Amend Articles to Authorize Public Mgmt For For Announcements in Electronic Format
3.1 Elect Director Takizaki, Takemitsu Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. We also hold the director responsible for the company's failure to address shareholders' long running concern on the company's capital policy and dividend payout.
3.2 Elect Director Yamamoto, Akinori Mgmt For For
3.3 Elect Director Kimura, Tsuyoshi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Kimura, Keiichi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Ideno, Tomohide Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Yamaguchi, Akiji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Kanzawa, Akira Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Fujimoto, Masato Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Tanabe, Yoichi Mgmt For For
4 Appoint Alternate Statutory Auditor Yamamoto, Mgmt For For Masaharu
Kintetsu World Express, Inc.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 9375
Primary ISIN: JP3262900008 Primary SEDOL: 6282211
Page 107 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kintetsu World Express, Inc.
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 Amend Provisions on Director Mgmt For For Titles
3.1 Elect Director Ueda, Kazuyasu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.2 Elect Director Torii, Nobutoshi Mgmt For For
3.3 Elect Director Tomiyama, Joji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Hirata, Keisuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Takahashi, Katsufumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Hirosawa, Kiyoyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Kobayashi, Tetsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Ueno, Yukio Mgmt For For
3.9 Elect Director Tanaka, Sanae Mgmt For For
4.1 Appoint Statutory Auditor Watanabe, Katsumi 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.
4.2 Appoint Statutory Auditor Kawasaki, Yusuke 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.
4.3 Appoint Statutory Auditor Yasumoto, Yoshihiro 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 Okazaki, Mgmt For Against Hiroyuki 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 108 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
KI-Star Real Estate Co., Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 3465
Primary ISIN: JP3277620005 Primary SEDOL: BYZ0S75
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 64
2.1 Elect Director Haniwa, Keiji Mgmt For For
2.2 Elect Director Takiguchi, Yuichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Sonobe, Mamoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Matsukura, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Tsuchiya, Yoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Asami, Masanori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Masugi, Emi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Matsuzawa, Hiroshi Mgmt For For
2.9 Elect Director Hiroki, Tomio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Approve Trust-Type Equity Compensation 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.
Page 109 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kita-Nippon Bank Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8551
Primary ISIN: JP3238200004 Primary SEDOL: 6494287
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 30
2.1 Elect Director Sato, Yasunori Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Shibata, Katsuhiro Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.3 Elect Director Ishizuka, Masamichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Sato, Tatsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Segawa, Mitsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Ota, Minoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Murata, Kaichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Fujita, Katsuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Sakamoto, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Soma, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Shimomura, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 110 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kitano Construction Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 1866
Primary ISIN: JP3240000004 Primary SEDOL: 6494168
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
Kitz Corp.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 6498
Primary ISIN: JP3240700009 Primary SEDOL: 6494276
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Hotta, Yasuyuki Mgmt For For
1.2 Elect Director Natori, Toshiaki Mgmt For For
1.3 Elect Director Murasawa, Toshiyuki Mgmt For For
1.4 Elect Director Matsumoto, Kazuyuki Mgmt For For
1.5 Elect Director Amo, Minoru Mgmt For For
1.6 Elect Director Fujiwara, Yutaka Mgmt For For
2.1 Appoint Statutory Auditor Kimura, Taro Mgmt For For
2.2 Appoint Statutory Auditor Sakuno, Shuhei Mgmt For For
3 Appoint Alternate Statutory Auditor Mitsufuji, Mgmt For For Akio
Komeri Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8218
Primary ISIN: JP3305600003 Primary SEDOL: 6496250
Page 111 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Komeri Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Business Lines - Mgmt For For Amend Provisions on Resolution Method
2.1 Elect Director Sasage, Yuichiro Mgmt For For
2.2 Elect Director Ishizawa, Noboru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Matsuda, Shuichi Mgmt For For
2.4 Elect Director Kiuchi, Masao Mgmt For For
2.5 Elect Director Tanabe, Tadashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Hayakawa, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Suzuki, Katsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Hosaka, Naoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Konami Holdings Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 9766
Primary ISIN: JP3300200007 Primary SEDOL: 6496681
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kozuki, Kagemasa Mgmt For For
1.2 Elect Director Kozuki, Takuya Mgmt For For
1.3 Elect Director Nakano, Osamu Mgmt For For
1.4 Elect Director Sakamoto, Satoshi Mgmt For For
1.5 Elect Director Higashio, Kimihiko Mgmt For For
Page 112 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Konami Holdings Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.6 Elect Director Matsura, Yoshihiro Mgmt For For
1.7 Elect Director Gemma, Akira Mgmt For For
1.8 Elect Director Yamaguchi, Kaori Mgmt For For
1.9 Elect Director Kubo, Kimito Mgmt For For
2.1 Appoint Statutory Auditor Furukawa, Shinichi Mgmt For For
2.2 Appoint Statutory Auditor Maruoka, Minoru Mgmt For For
Kurabo Industries Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 3106
Primary ISIN: JP3268800004 Primary SEDOL: 6497651
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2.1 Elect Director Fujita, Haruya Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Kitabatake, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Baba, Toshio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Honda, Katsuhide Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Inaoka, Susumu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Fujii, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kawano, Kenshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 113 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kurabo Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Elect Alternate Director and Audit Committee Mgmt For For Member Yamao, Tetsuya
Kyodo Printing Co.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 7914
Primary ISIN: JP3252800002 Primary SEDOL: 6498308
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 4
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3.1 Elect Director Fujimori, Yoshiaki Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.2 Elect Director Osawa, Haruo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Shimizu, Ichiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Ido, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Okubo, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Watanabe, Hidenori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Takaoka, Mika Mgmt For For
3.8 Elect Director Naito, Tsuneo Mgmt For For
Page 114 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
KYORIN Holdings Inc
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 4569
Primary ISIN: JP3247090008 Primary SEDOL: B0YZFP0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Yamashita, Masahiro Mgmt For For
1.2 Elect Director Hogawa, Minoru Mgmt For For
1.3 Elect Director Matsumoto, Tomiharu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Ogihara, Yutaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Ogihara, Shigeru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Akutsu, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Sasahara, Tomiya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Onota, Michiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Shikanai, Noriyuki Mgmt For For
1.10 Elect Director Shigematsu, Ken Mgmt For For
1.11 Elect Director Goto, Yo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Kyoritsu Maintenance Co., Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 9616
Primary ISIN: JP3253900009 Primary SEDOL: 6489603
Page 115 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kyoritsu Maintenance 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 36
2.1 Elect Director Ishizuka, Haruhisa Mgmt For For
2.2 Elect Director Ueda, Takumi Mgmt For For
2.3 Elect Director Inoue, Eisuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nakamura, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Sagara, Yukihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Ito, Satoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Suzuki, Masaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kimizuka, Yoshio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Ishii, Masahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Yokoyama, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Terayama, Akihide Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Elect Director and Audit Committee Member Mgmt For Against Kakizaki, Sei Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
Page 116 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kyoritsu Maintenance Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Elect Director and Audit Committee Member Mgmt For Against Motoki, Kyozo Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
3.3 Elect Director and Audit Committee Member Mgmt For Against Miyagi, Toshiaki Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
4 Elect Alternate Director and Audit Committee Mgmt For For Member Kameyama, Harunobu
5 Approve Director Retirement Bonus Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
Kyowa Leather Cloth Co. Ltd.
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 3553
Primary ISIN: JP3256400007 Primary SEDOL: 6499505
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 17
2.1 Elect Director Nakamura, Hisanori Mgmt For For
2.2 Elect Director Yamazaki, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Hanai, Mikio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Sezaki, Shoji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Fujisaka, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 117 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Kyowa Leather Cloth Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Kawabata, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Masuda, Yoji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Nakamura, Naoyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Maejima, Noritaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Abe, Keizo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Kawashima, Ryuta Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Amano, Toshiki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.13 Elect Director Arai, Tamio Mgmt For For
3 Approve Director Retirement Bonus Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
4 Approve Annual Bonus Mgmt For For
LEC Inc
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 7874
Primary ISIN: JP3410800001 Primary SEDOL: 6865270
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Aoki, Mitsuo Mgmt For For
1.2 Elect Director Nagamori, Takaki Mgmt For For
Page 118 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
LEC Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Watanabe, Norikazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Aoki, Isamu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Kumazawa, Takao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Abe, Masami Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Ozawa, Kazutoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Masuda, Hideo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Ozawa, Kikuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.10 Elect Director Asano, Toshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.1 Elect Director and Audit Committee Member Mgmt For Against Mitsukuri, Shinjiro Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.2 Elect Director and Audit Committee Member Mgmt For For Shimizu, Toshiyoshi
2.3 Elect Director and Audit Committee Member Mgmt For For Seguchi, Uharu
2.4 Elect Director and Audit Committee Member Mgmt For For Nagano, Kiyoshi
2.5 Elect Director and Audit Committee Member Mgmt For For Nozue, Juichi
Leopalace21 Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8848
Primary ISIN: JP3167500002 Primary SEDOL: 6598424
Page 119 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Leopalace21 Corp.
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 Miyama, Eisei Mgmt For For
3.2 Elect Director Miyama, Tadahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Sekiya, Yuzuru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Takeda, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Tajiri, Kazuto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Miike, Yoshikazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Harada, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Miyao, Bunya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Kodama, Tadashi Mgmt For For
3.10 Elect Director Taya, Tetsuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Sasao, Yoshiko Mgmt For For
4 Appoint Statutory Auditor Yoshino, Jiro Mgmt For For
5 Approve Compensation Ceiling for Directors Mgmt For For
6 Approve Deep Discount 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.
Page 120 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Marubeni Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8002
Primary ISIN: JP3877600001 Primary SEDOL: 6569464
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Asada, Teruo Mgmt For For
1.2 Elect Director Kokubu, Fumiya Mgmt For For
1.3 Elect Director Akiyoshi, Mitsuru Mgmt For For
1.4 Elect Director Yamazoe, Shigeru Mgmt For For
1.5 Elect Director Minami, Hikaru Mgmt For For
1.6 Elect Director Yabe, Nobuhiro Mgmt For For
1.7 Elect Director Kitabata, Takao Mgmt For For
1.8 Elect Director Takahashi, Kyohei Mgmt For For
1.9 Elect Director Fukuda, Susumu Mgmt For For
1.10 Elect Director Okina, Yuri Mgmt For For
2.1 Appoint Statutory Auditor Gunji, Kazuro Mgmt For For
2.2 Appoint Statutory Auditor Hatchoji, Takashi Mgmt For For
2.3 Appoint Statutory Auditor Yoneda, Tsuyoshi Mgmt For For
Marudai Food Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 2288
Primary ISIN: JP3876400007 Primary SEDOL: 6569442
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 8
2.1 Elect Director Kudara, Tokuo Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Kuramori, Yoshio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 121 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Marudai Food Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Sawada, Yasushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Fukiage, Wataru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kato, Nobuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Chiba, Shigeyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Fukushima, Shigeki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Shimazu, Susumu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Yano, Hideo Mgmt For For
3 Appoint Statutory Auditor Sawanaka, Yoshikazu 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.
4 Appoint Alternate Statutory Auditor Tabuchi, Mgmt For For Kenji
Maruha Nichiro Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 1333
Primary ISIN: JP3876600002 Primary SEDOL: BKGHM19
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 Ito, Shigeru Mgmt For For
Page 122 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Maruha Nichiro Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Yoneoka, Junichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Watanabe, Jun Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Oshikubo, Naoki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Nakajima, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Okamoto, Nobutaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Tajima, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Ikemi, Masaru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Nakabe, Yoshiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Iimura, Somuku Mgmt For For
3.1 Appoint Statutory Auditor Kawamura, Akira 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 Kaneyama, Yoshito Mgmt For For
3.3 Appoint Statutory Auditor Iwabuchi, Takeshi 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.
Matsui Construction Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 1810
Primary ISIN: JP3863600007 Primary SEDOL: 6572440
Page 123 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Matsui Construction 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 17 Voter Rationale:
Shareholders should have the right to elect directors annually in order to hold them to account.
2 Appoint Statutory Auditor Tabata, Takayuki 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 Appoint Alternate Statutory Auditor Ishizaka, Mgmt For Against Fumito 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.
MCJ Co Ltd
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 6670
Primary ISIN: JP3167420003 Primary SEDOL: B00TL47
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 26
2.1 Elect Director Takashima, Yuji Mgmt For For
2.2 Elect Director Yasui, Motoyasu Mgmt For For
2.3 Elect Director Asagai, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Ishito, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Arimura, Yoshito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Ura, Katsunori Mgmt For For
2.7 Elect Director Matsumura, Norio Mgmt For For
3 Appoint Alternate Statutory Auditor Togo, Mgmt For For Kazuyuki
Page 124 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
MCJ Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Appoint Grant Thornton Taiyo LLC as New Mgmt For For External Audit Firm
5 Approve Equity Compensation 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.
Medipal Holdings Corp
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 7459
Primary ISIN: JP3268950007 Primary SEDOL: 6782090
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Watanabe, Shuichi Mgmt For For
1.2 Elect Director Chofuku, Yasuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Yoda, Toshihide Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Sakon, Yuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Hasegawa, Takuro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Watanabe, Shinjiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Ninomiya, Kunio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Kawanobe, Michiko Mgmt For For
1.9 Elect Director Kagami, Mitsuko Mgmt For For
1.10 Elect Director Asano, Toshio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 125 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Medipal Holdings Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Statutory Auditor Toyoda, Tomoyasu 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.
Meiji Holdings Co Ltd
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 2269
Primary ISIN: JP3918000005 Primary SEDOL: B60DQV3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Matsuo, Masahiko Mgmt For For
1.2 Elect Director Saza, Michiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Shiozaki, Koichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Furuta, Jun Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Iwashita, Shuichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Kawamura, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Kobayashi, Daikichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Sanuki, Yoko Mgmt For For
1.9 Elect Director Iwashita, Tomochika Mgmt For For
1.10 Elect Director Murayama, Toru Mgmt For For
2.1 Appoint Statutory Auditor Matsuzumi, Mineo Mgmt For For
2.2 Appoint Statutory Auditor Tanaka, Hiroyuki Mgmt For For
2.3 Appoint Statutory Auditor Watanabe, Hajime Mgmt For For
Page 126 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Meiji Holdings Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Appoint Statutory Auditor Ando, Makoto Mgmt For For
3 Appoint Alternate Statutory Auditor Imamura, Mgmt For For Makoto
4 Approve Equity Compensation 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.
Melco Holdings Inc.
Meeting Date: 06/14/2017 Country: Japan Meeting Type: Annual Ticker: 6676
Primary ISIN: JP3921080002 Primary SEDOL: 6688143
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25
2.1 Elect Director Maki, Makoto Mgmt For For
2.2 Elect Director Maki, Hiroyuki Mgmt For For
2.3 Elect Director Matsuo, Tamio Mgmt For For
2.4 Elect Director Saiki, Kuniaki Mgmt For For
2.5 Elect Director Tsusaka, Iwao Mgmt For For
2.6 Elect Director Minoura, Hiroyuki Mgmt For For
3 Appoint Statutory Auditor Ueda, Kazuo Mgmt For For
4 Approve Annual Bonus Mgmt For For
5 Approve Statutory Auditor Retirement Bonus 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.
Mitsubishi Chemical Holdings Corp.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 4188
Primary ISIN: JP3897700005 Primary SEDOL: B0JQTJ0
Page 127 of 278
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Mitsubishi Chemical Holdings Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kobayashi, Yoshimitsu Mgmt For For
1.2 Elect Director Ochi, Hitoshi Mgmt For For
1.3 Elect Director Glenn H. Fredrickson Mgmt For For
1.4 Elect Director Umeha, Yoshihiro Mgmt For For
1.5 Elect Director Urata, Hisao Mgmt For For
1.6 Elect Director Ohira, Noriyoshi Mgmt For For
1.7 Elect Director Kosakai, Kenkichi Mgmt For For
1.8 Elect Director Yoshimura, Shushichi Mgmt For For
1.9 Elect Director Kikkawa, Takeo Mgmt For For
1.10 Elect Director Ito, Taigi Mgmt For For
1.11 Elect Director Watanabe, Kazuhiro Mgmt For For
1.12 Elect Director Kunii, Hideko Mgmt For For
1.13 Elect Director Hashimoto, Takayuki Mgmt For For
Mitsubishi Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8058
Primary ISIN: JP3898400001 Primary SEDOL: 6596785
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 50
2.1 Elect Director Kobayashi, Ken Mgmt For For
2.2 Elect Director Kakiuchi, Takehiko Mgmt For For
2.3 Elect Director Tanabe, Eiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Hirota, Yasuhito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 128 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mitsubishi Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Masu, Kazuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Toide, Iwao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Murakoshi, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Sakakida, Masakazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Konno, Hidehiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Nishiyama, Akihiko Mgmt For For
2.11 Elect Director Omiya, Hideaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Oka, Toshiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.13 Elect Director Saiki, Akitaka Mgmt For For
3 Approve Annual Bonus Mgmt For For
Mitsubishi Electric Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6503
Primary ISIN: JP3902400005 Primary SEDOL: 6597045
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Yamanishi, Kenichiro Mgmt For For
1.2 Elect Director Sakuyama, Masaki Mgmt For For
1.3 Elect Director Yoshimatsu, Hiroki Mgmt For For
1.4 Elect Director Okuma, Nobuyuki Mgmt For For
Page 129 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mitsubishi Electric Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Matsuyama, Akihiro Mgmt For For
1.6 Elect Director Ichige, Masayuki Mgmt For For
1.7 Elect Director Ohashi, Yutaka Mgmt For For
1.8 Elect Director Yabunaka, Mitoji Mgmt For For
1.9 Elect Director Obayashi, Hiroshi Mgmt For For
1.10 Elect Director Watanabe, Kazunori Mgmt For For
1.11 Elect Director Nagayasu, Katsunori Mgmt For Against
Voter Rationale: The board after this meeting will not be majority external director and this outside director's appointment impacts on committee independent membership.
1.12 Elect Director Koide, Hiroko Mgmt For For
Mitsubishi Gas Chemical Co. Inc.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 4182
Primary ISIN: JP3896800004 Primary SEDOL: 6596923
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Sakai, Kazuo Mgmt For For
1.2 Elect Director Kurai, Toshikiyo Mgmt For For
1.3 Elect Director Kawa, Kunio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Inamasa, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Jono, Masahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Sato, Yasuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Fujii, Masashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 130 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mitsubishi Gas Chemical Co. Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.8 Elect Director Yoshida, Susumu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Mizukami, Masamichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.10 Elect Director Inari, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.11 Elect Director Tanigawa, Kazuo Mgmt For For
1.12 Elect Director Sato, Tsugio Mgmt For For
2 Appoint Alternate Statutory Auditor Kanzaki, Mgmt For For Hiroaki
3 Approve Pension Reserve Plan for Directors Mgmt For For
Mitsubishi Shokuhin Co Ltd.
Meeting Date: 06/26/2017 Country: Japan Meeting Type: Annual Ticker: 7451
Primary ISIN: JP3976000004 Primary SEDOL: 6744540
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25
2.1 Elect Director Moriyama, Toru Mgmt For For
2.2 Elect Director Suzuki, Daiichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Furuya, Toshiki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Sugiyama, Yoshihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Enomoto, Koichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 131 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mitsubishi Shokuhin Co Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Mori, Shinsaku Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Onose, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kyoya, Yutaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Kakizaki, Tamaki Mgmt For For
2.10 Elect Director Teshima, Nobuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Enomoto, Takeshi 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 Kamigaki, Seisui Mgmt For For
3.3 Appoint Statutory Auditor Shimazu, Yoshihiro 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.
Mitsubishi UFJ Financial Group
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8306
Primary ISIN: JP3902900004 Primary SEDOL: 6335171
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 9
2.1 Elect Director Kawakami, Hiroshi Mgmt For For
2.2 Elect Director Kawamoto, Yuko Mgmt For For
2.3 Elect Director Matsuyama, Haruka Mgmt For For
2.4 Elect Director Toby S. Myerson Mgmt For For
2.5 Elect Director Okuda, Tsutomu Mgmt For For
2.6 Elect Director Sato, Yukihiro Mgmt For For
Page 132 of 278
The SEI Japan Equity Fund All Votes Report
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Mitsubishi UFJ Financial Group
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.7 Elect Director Tarisa Watanagase Mgmt For For
2.8 Elect Director Yamate, Akira Mgmt For For
2.9 Elect Director Shimamoto, Takehiko Mgmt For For
2.10 Elect Director Okamoto, Junichi Mgmt For For
2.11 Elect Director Sono, Kiyoshi Mgmt For For
2.12 Elect Director Nagaoka, Takashi Mgmt For For
2.13 Elect Director Ikegaya, Mikio Mgmt For For
2.14 Elect Director Mike, Kanetsugu Mgmt For For
2.15 Elect Director Hirano, Nobuyuki Mgmt For For
2.16 Elect Director Kuroda, Tadashi Mgmt For For
2.17 Elect Director Tokunari, Muneaki Mgmt For For
2.18 Elect Director Yasuda, Masamichi Mgmt For For
3 Amend Articles to Require Individual SH Against For Compensation Disclosure for Directors Voter Rationale: A vote FOR this shareholder proposal is recommended because:- The proposed disclosure would promote accountability and help shareholders make better-informed decisions.
4 Amend Articles to Separate Chairman of the SH Against For Board and CEO Voter Rationale: A vote FOR this shareholder proposal is recommended because:- The addition of the language to the articles will add credence to the company that it will continue the current practice to separate the roles of board chair and chief executive.
5 Amend Articles to Create System that Enables SH Against Against Employees to be Reinstated after Running for Office in National Elections, Local Assembly Elections, and Elections for the Heads of Local Governments
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
6 Amend Articles to Require Company to Urge SH Against For Subsidiaries Owning Shares in Allied Firms to Vote Shares Appropriately Voter Rationale: A vote FOR this shareholder proposal is warranted because:- Constructive, well-considered voting serves the interests of both the shareholder and the portfolio company.
7 Amend Articles to Disclose Director Training SH Against Against Policy Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
8 Amend Articles to Add Provisions on SH Against Against Communications and Responses between Shareholders and Directors Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
Page 133 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mitsubishi UFJ Financial Group
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
9 Amend Articles to Add Provisions Allowing SH Against Against Shareholders to Nominate Director Candidates to Nomination Committee and Its Equal Treatment Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- Shareholders are already legally entitled to submit shareholder proposals regarding nomination of directors, rendering this proposal unnecessary.
10 Amend Articles to Allow Inclusion of SH Against Against Shareholder Proposals in Convocation Notice with the Upper Limit of 100 at Minimum Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
11 Amend Articles to Establish Liaison for Reporting SH Against Against Concerns to Audit Committee Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
12 Amend Articles to Mandate Holding of Meetings SH Against Against Consisting Solely of Outside Directors
Voter Rationale: A vote AGAINST this proposal is recommended because:- While the proposed change is in line with best practices of board management recognized globally, it is the board that should be best positioned to determine if it needs meetings composed entirely of outsiders and whether to report to shareholders regarding such meetings.
13 Amend Articles to Add Provisions on SH Against Against Recruitment and Offer of Senior Positions to Women Who Interrupted Their Careers for Childbirth Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
14 Amend Articles to Prohibit Discriminatory SH Against Against Treatment of Activist Investors Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
15 Amend Articles to Establish Special Committee SH Against Against on Expressing the Company's Opinion on Recent Actions by Justice Minister Katsutoshi Kaneda
Voter Rationale: A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
16 Amend Articles to Establish Special Investigation SH Against Against Committee on Loans to K.K. Kenko
Voter Rationale: A vote AGAINST this proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
17 Remove Director Haruka Matsuyama from Office SH Against Against
Voter Rationale: A vote AGAINST this proposal is recommended because:- We are unaware of any particular reasons that Matsuyama is unqualified as a director.
Page 134 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mitsubishi UFJ Financial Group
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
18 Appoint Shareholder Director Nominee Lucian SH Against Against Bebchuk in place of Haruka Matsuyama Voter Rationale: A vote AGAINST this nominee is recommended because:- The proposed language explicitly links Bebchuk's appointment to Matsuyama's ouster, which is not well supported.- Bebchuk has attractive credentials and an excellent reputation, but there is no indication he is actually available to serve on MUFG's board or that he has agreed to do so.
19 Amend Articles to Hand over Petition Calling for SH Against Against Refraining of Strongly Pursuing Negative Interest Rate Policy to Governor of the Bank of Japan Voter Rationale: A vote AGAINST this nominee is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
Mitsui Chemicals Inc.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 4183
Primary ISIN: JP3888300005 Primary SEDOL: 6597368
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 9
2 Approve Accounting Transfers Mgmt For For
3 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
4 Amend Articles to Amend Business Lines - Mgmt For For Update Authorized Capital to Reflect Reverse Stock Split - Reduce Share Trading Unit - Recognize Validity of Board Resolutions in Written or Electronic Format - Indemnify Directors - Indemnify Statutory Auditors
5.1 Elect Director Tannowa, Tsutomu Mgmt For For
5.2 Elect Director Kubo, Masaharu Mgmt For For
5.3 Elect Director Isayama, Shigeru Mgmt For For
5.4 Elect Director Matsuo, Hideki Mgmt For For
5.5 Elect Director Shimogori, Takayoshi Mgmt For For
5.6 Elect Director Kuroda, Yukiko Mgmt For For
5.7 Elect Director Bada, Hajime Mgmt For For
5.8 Elect Director Tokuda, Hiromi Mgmt For For
Page 135 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mitsui Chemicals Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6.1 Appoint Statutory Auditor Shimbo, Katsuyoshi Mgmt For For
6.2 Appoint Statutory Auditor Tokuda, Shozo Mgmt For For
7 Approve Annual Bonus Mgmt For For
8 Approve Equity Compensation 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.
Mitsui High-tec Inc.
Meeting Date: 04/20/2017 Country: Japan Meeting Type: Annual Ticker: 6966
Primary ISIN: JP3892400007 Primary SEDOL: 6597432
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2 Appoint Statutory Auditor Fujishima, Shoji 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.
Mitsui Home Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 1868
Primary ISIN: JP3893800007 Primary SEDOL: 6599397
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 8
2.1 Elect Director Ichikawa, Toshihide Mgmt For For
2.2 Elect Director Kiyono, Hideki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 136 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mitsui Home Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Yamamoto, Minoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nakamura, Kenichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kawai, Junya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Isshiki, Takayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Tanikawa, Yuichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Rokushika, Masaharu Mgmt For For
2.9 Elect Director Nakada, Yasunori Mgmt For For
3.1 Appoint Statutory Auditor Suwa, Kimihiro 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 Uehara, Nobuhiro 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.
4 Approve Annual Bonus Mgmt For For
5 Approve Director and Statutory Auditor Mgmt For Against Retirement Bonus Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
Mitsui Mining & Smelting Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 5706
Primary ISIN: JP3888400003 Primary SEDOL: 6597346
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 7
Page 137 of 278
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Mitsui Mining & Smelting Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
3 Amend Articles to Amend Business Lines - Mgmt For For Decrease Authorized Capital - Reduce Share Trading Unit - Amend Provisions on Number of Directors - Amend Provisions on Number of Statutory Auditors - Indemnify Statutory Auditors
4.1 Elect Director Nishida, Keiji Mgmt For For
4.2 Elect Director No, Takeshi Mgmt For For
4.3 Elect Director Hisaoka, Isshi Mgmt For For
4.4 Elect Director Oshima, Takashi Mgmt For For
4.5 Elect Director Sato, Junya Mgmt For For
4.6 Elect Director Matsunaga, Morio Mgmt For For
5 Approve Alternate Income Allocation, with a SH Against Against Final Dividend of JPY 20 Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent fails to identify the problem with shareholder dialogue or how new "provisions" might help.
6 Amend Articles to Mandate Appointment of At SH Against For Least Two Independent Outside Directors Voter Rationale:
A vote FOR this proposal is recommended because:- Including this principle, already in line with company policy, in the Articles would create a more binding and reliable commitment to minimum standards of independent oversight, for the protection and enhancement of shareholder value.
7 Amend Articles to Add Provisions on SH Against Against Communications between Shareholders and Management or Board of Directors Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent fails to identify the problem with shareholder dialogue or how new "provisions" might help.
8 Amend Articles to Disclose Policy concerning SH Against Against Return-on-Equity Ratio Target of 8 Percent Stipulated in Ito Review Voter Rationale:
A vote AGAINST this proposal is recommended because:- Judging from the company's ROE track record and investment activities, it would not be appropriate to conclude that the company has not paid attention to ROE at this time.
Miura Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6005
Primary ISIN: JP3880800002 Primary SEDOL: 6597777
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Miura 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 Takahashi, Yuji Mgmt For For
3.2 Elect Director Miyauchi, Daisuke Mgmt For For
3.3 Elect Director Nishihara, Masakatsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Hosokawa, Kimiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Ochi, Yasuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Fukushima, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Tange, Seigo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Morimatsu, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Kojima, Yoshihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Harada, Toshihide Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Yoneda, Tsuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.1 Elect Director and Audit Committee Member Mgmt For Against Tawara, Junichi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Miura Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Elect Director and Audit Committee Member Mgmt For Against Hirose, Masashi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.3 Elect Director and Audit Committee Member Mgmt For For Yamamoto, Takuya
4.4 Elect Director and Audit Committee Member Mgmt For For Saiki, Naoki
4.5 Elect Director and Audit Committee Member Mgmt For For Nakai, Kiyomichi
Mixi Inc
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 2121
Primary ISIN: JP3882750007 Primary SEDOL: B1BSCX6
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Morita, Hiroki Mgmt For For
1.2 Elect Director Ogino, Yasuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Kimura, Koki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Kasahara, Kenji Mgmt For For
1.5 Elect Director Aoyagi, Tatsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Taru, Kosuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Shima, Satoshi Mgmt For For
2 Appoint Alternate Statutory Auditor Tsukamoto, Mgmt For For Hideo
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Mizuho Financial Group Inc.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8411
Primary ISIN: JP3885780001 Primary SEDOL: 6591014
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Remove Provisions on Mgmt For For Non-Common Shares
2.1 Elect Director Sato, Yasuhiro Mgmt For For
2.2 Elect Director Nishiyama, Takanori Mgmt For For
2.3 Elect Director Iida, Koichi Mgmt For For
2.4 Elect Director Umemiya, Makoto Mgmt For For
2.5 Elect Director Shibata, Yasuyuki Mgmt For For
2.6 Elect Director Aya, Ryusuke Mgmt For For
2.7 Elect Director Funaki, Nobukatsu Mgmt For For
2.8 Elect Director Seki, Tetsuo Mgmt For For
2.9 Elect Director Kawamura, Takashi Mgmt For For
2.10 Elect Director Kainaka, Tatsuo Mgmt For For
2.11 Elect Director Abe, Hirotake Mgmt For For
2.12 Elect Director Ota, Hiroko Mgmt For For
2.13 Elect Director Kobayashi, Izumi Mgmt For For
3 Amend Articles to Restore Shareholder Authority SH Against Abstain to Vote on Income Allocation Voter Rationale: We appreciate the effort taken by the senior management to travel to Europe to discuss its views on this shareholder proposal. We consider this shareholder proposal to have merit from a shareholder rights perspective but our engagement dialogue was constructive and we believe that the company is taking key steps to provide assurance that its dividend setting approach is in the interests of all shareholders. We continue to encourage majority independence on the board to ensure clear oversight of this process and the company to continue communicating clearly to shareholders its dividend approach. If this is not to be the case - we will reassess our position which currently is to abstain from voting on this shareholder proposal.
4 Amend Articles to Require Company to Urge SH Against For Subsidiaries Owning Shares in Allied Firms to Vote Shares Appropriately Voter Rationale: We believe that it is important for any equity owning entity to exercise its voting practices in a thoughtful and responsible fashion. This shareholder proposal is reasonable within its request.
5 Amend Articles to Require Individual SH Against For Compensation Disclosure for Directors Voter Rationale: We believe this is good practice and would be in the best interests of shareholders.
Page 141 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mizuho Financial Group Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Amend Articles to Separate Chairman of the SH Against For Board and CEO Voter Rationale: The addition of the language to the articles is not detrimental to shareholders and it will add credence to the company that it will continue the current practice to separate the roles of chair of the board and CEO.
7 Amend Articles to Create System that Enables SH Against Against Employees to be Reinstated after Running for Office in National Elections, Local Assembly Elections, and Elections for the Heads of Local Governments
8 Amend Articles to Disclose Director Training SH Against Against Policy
9 Amend Articles to Add Provisions on SH Against Against Communications and Responses between Shareholders and Directors
10 Amend Articles to Add Provisions Allowing SH Against Against Shareholders to Nominate Director Candidates to Nomination Committee and Its Equal Treatment
11 Amend Articles to Allow Inclusion of SH Against Against Shareholder Proposals in Convocation Notice with the Upper Limit of 100 at Minimum
12 Amend Articles to Establish Liaison for Reporting SH Against Against Concerns to Audit Committee
13 Amend Articles to Mandate Holding of Meetings SH Against Against Consisting Solely of Outside Directors
14 Amend Articles to Add Provisions on SH Against Against Recruitment and Offer of Senior Positions to Women Who Interrupted Their Careers for Childbirth
15 Amend Articles to Prohibit Discriminatory SH Against Against Treatment of Activist Investors
16 Amend Articles to Establish Special Committee SH Against Against on Expressing the Company's Opinion on Recent Actions by the Minister of Justice
17 Amend Articles to Establish Special Investigation SH Against Against Committee on Frozen Bank Account Issue at Shakujii Branch
18 Amend Articles to Establish Special Investigation SH Against Against Committee on Loans
19 Amend Articles to Hand over Petition Calling for SH Against Against Refraining of Strongly Pursuing Negative Interest Rate Policy to Governor of the Bank of Japan
Page 142 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mochida Pharmaceutical Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4534
Primary ISIN: JP3922800002 Primary SEDOL: 6598004
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 100
2.1 Elect Director Mochida, Naoyuki Mgmt For For
2.2 Elect Director Sakata, Chu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Sagisaka, Keiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kono, Yoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Sakaki, Junichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Nakamura, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Mizuguchi, Kiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Aoki, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Takahashi, Ichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Kugisawa, Tomo Mgmt For For
2.11 Elect Director Sogawa, Hirokuni Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Hashimoto, Yoshiharu 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 143 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Mochida Pharmaceutical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Appoint Statutory Auditor Watanabe, 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.
Morinaga Milk Industry Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 2264
Primary ISIN: JP3926800008 Primary SEDOL: 6602648
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 9
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 Amend Articles to Update Authorized Capital to Mgmt For For Reflect Reverse Stock Split - Reduce Share Trading Unit
4.1 Elect Director Miyahara, Michio Mgmt For For
4.2 Elect Director Noguchi, Junichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.3 Elect Director Aoyama, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Okawa, Teiichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Minato, Tsuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Onuki, Yoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Kusano, Shigemi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 144 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Morinaga Milk Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.8 Elect Director Saito, Mitsumasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.9 Elect Director Ohara, Kenichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.10 Elect Director Okumiya, Kyoko Mgmt For For
4.11 Elect Director Kawakami, Shoji Mgmt For For
5 Appoint Alternate Statutory Auditor Fujiwara, Mgmt For For Hiroshi
Murata Manufacturing Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6981
Primary ISIN: JP3914400001 Primary SEDOL: 6610403
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 110
2.1 Elect Director Murata, Tsuneo Mgmt For For
2.2 Elect Director Fujita, Yoshitaka Mgmt For For
2.3 Elect Director Inoue, Toru Mgmt For For
2.4 Elect Director Nakajima, Norio Mgmt For For
2.5 Elect Director Iwatsubo, Hiroshi Mgmt For For
2.6 Elect Director Takemura, Yoshito Mgmt For For
2.7 Elect Director Ishino, Satoshi Mgmt For For
2.8 Elect Director Shigematsu, Takashi Mgmt For For
3 Approve Equity Compensation 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.
Page 145 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
NAFCO CO. LTD.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 2790
Primary ISIN: JP3651160008 Primary SEDOL: 6712815
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 19
2.1 Elect Director Fukamachi, Katsuyoshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance. Furthermore, the board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Fukamachi, Tadashi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.3 Elect Director Ishida, Takumi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance. Furthermore, the board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.4 Elect Director Ishida, Yoshiko Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.5 Elect Director Takano, Masamitsu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.6 Elect Director Fukamachi, Keiji Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.7 Elect Director Kishimoto, Junzo Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 146 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
NAFCO CO. LTD.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.8 Elect Director Masumoto, Koji Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.9 Elect Director Takase, Toshio Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.10 Elect Director Mabuchi, Yuji Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.11 Elect Director Fukumoto, Osamu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.12 Elect Director Kimura, Moriyuki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.13 Elect Director Suematsu, Yasuyuki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.14 Elect Director Ono, Tetsuhiko Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.15 Elect Director Yamada, Yasuhiro Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.16 Elect Director Hirose, Takaaki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 147 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
NAFCO CO. LTD.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Approve Director Retirement Bonus Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
4 Approve Annual Bonus Mgmt For For
Nagano Bank
Meeting Date: 06/26/2017 Country: Japan Meeting Type: Annual Ticker: 8521
Primary ISIN: JP3648300006 Primary SEDOL: 6636692
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 30
2.1 Elect Director Nakajo, Isao Mgmt For For
2.2 Elect Director Shimizu, Akio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Maruyama, Yoshinari Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nishizawa, Hitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Uchikawa, Hirofumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Uchikawa, Sayuri Mgmt For For
2.7 Elect Director Futatsugi, Keizo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kondo, Masayasu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Todoroki, Hayato Mgmt For For
Page 148 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nagase & Co., Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8012
Primary ISIN: JP3647800006 Primary SEDOL: 6619820
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 17
2.1 Elect Director Nagase, Hiroshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Nagase, Reiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Asakura, Kenji Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.4 Elect Director Naba, Mitsuro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Morishita, Osamu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Sato, Kohei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Wakabayashi, Ichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Nishi, Hidenori Mgmt For For
2.9 Elect Director Kemori, Nobumasa Mgmt For For
2.10 Elect Director Yamauchi, Takanori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Furukawa, Masanori 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.
4 Appoint Alternate Statutory Auditor Miyaji, Mgmt For For Hidekado
Page 149 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nakano Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 1827
Primary ISIN: JP3643600004 Primary SEDOL: 6620844
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
2.1 Elect Director Oshima, Yoshikazu Mgmt For For
2.2 Elect Director Asai, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Taketani, Toshiyuki Mgmt For For
2.4 Elect Director Hattori, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Tanada, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Sato, Tetsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kawamura, Moriyasu Mgmt For For
2.8 Elect Director Fukuda, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Sugaya, Akihiko 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 Nakano, Koichiro 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 Sato, Shunichi Mgmt For For
Namura Shipbuilding Co. Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 7014
Primary ISIN: JP3651400008 Primary SEDOL: 6621063
Page 150 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Namura Shipbuilding 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 8
2.1 Elect Director Namura, Tatsuhiko Mgmt For For
2.2 Elect Director Namura, Kensuke Mgmt For For
2.3 Elect Director Rikitake, Mitsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Ikebe, Yoshihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Alternate Statutory Auditor Yamamoto, Mgmt For For Norio
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.
NDS Co., Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 1956
Primary ISIN: JP3738200009 Primary SEDOL: 6640392
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 50
2.1 Elect Director Ito, Takushi Mgmt For For
2.2 Elect Director Tamamura, Satoshi Mgmt For For
2.3 Elect Director Abe, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Ochiai, Masashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 151 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
NDS Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Sato, Nobuhisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Mori, Hidetoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kakiuchi, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Nakamura, Hitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Ogawa, Shingo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Honda, Ryutaro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Fujimoto, Kazuhisa Mgmt For For
3.1 Appoint Statutory Auditor Kato, Masaomi 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 Enoki, Keiichi 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.
NH Foods Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 2282
Primary ISIN: JP3743000006 Primary SEDOL: 6640767
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
2.1 Elect Director Suezawa, Juichi Mgmt For For
Page 152 of 278
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NH Foods Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hata, Yoshihide Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Shinohara, Kazunori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kawamura, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Okoso, Hiroji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Inoue, Katsumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kito, Tetsuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Takamatsu, Hajime Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Katayama, Toshiko Mgmt For For
2.10 Elect Director Taka, Iwao Mgmt For For
Nichiha Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 7943
Primary ISIN: JP3662200009 Primary SEDOL: 6638331
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 31
2.1 Elect Director Yamanaka, Tatsuo Mgmt For For
2.2 Elect Director Mukasa, Koji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 153 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nichiha Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kojima, Kazuyuki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Tonoi, Kazushi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Yoshida, Yasunori Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Kochi, Kazuhiro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kawamura, Yoshinori Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kawashima, Hisayuki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Yasui, Kanemaru Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Yagi, Kiyofumi Mgmt For For
Nichireki Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 5011
Primary ISIN: JP3665600007 Primary SEDOL: 6638687
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 23
2.1 Elect Director Obata, Manabu Mgmt For For
2.2 Elect Director Takahashi, Yasumori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 154 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nichireki Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kawaguchi, Yuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Hanyu, Akiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Eri, Katsumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Nemoto, Seiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Nagasawa, Isamu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kobayashi, Osamu Mgmt For For
2.9 Elect Director Fujita, Koji Mgmt For For
Nidec Corp.
Meeting Date: 06/16/2017 Country: Japan Meeting Type: Annual Ticker: 6594
Primary ISIN: JP3734800000 Primary SEDOL: 6640682
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Nagamori, Shigenobu Mgmt For For
1.2 Elect Director Kobe, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Katayama, Mikio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Sato, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 155 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nidec Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Miyabe, Toshihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Yoshimoto, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Onishi, Tetsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Ido, Kiyoto Mgmt For For
1.9 Elect Director Ishida, Noriko Mgmt For For
2 Appoint Statutory Auditor Murakami, Kazuya 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.
Nifco Inc.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 7988
Primary ISIN: JP3756200006 Primary SEDOL: 6639163
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 70
2.1 Elect Director Fukawa, Kiyohiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.2 Elect Director Tachikawa, Keiji Mgmt For For
3 Appoint Statutory Auditor Arai, Toshiyuki Mgmt For For
4 Appoint Alternate Statutory Auditor Mgmt For For Wakabayashi, Masakazu
5 Approve Compensation Ceiling for Statutory Mgmt For For Auditors
Page 156 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nintendo Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 7974
Primary ISIN: JP3756600007 Primary SEDOL: 6639550
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 430
2.1 Elect Director Kimishima, Tatsumi Mgmt For For
2.2 Elect Director Miyamoto, Shigeru Mgmt For For
2.3 Elect Director Takahashi, Shinya Mgmt For For
2.4 Elect Director Furukawa, Shuntaro Mgmt For For
2.5 Elect Director Shiota, Ko Mgmt For For
Nippon Chemi-Con Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6997
Primary ISIN: JP3701200002 Primary SEDOL: 6640358
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 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3.1 Elect Director Uchiyama, Ikuo Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.2 Elect Director Minegishi, Yoshifumi Mgmt For For
3.3 Elect Director Shiraishi, Shuichi Mgmt For For
3.4 Elect Director Komparu, Toru Mgmt For For
3.5 Elect Director Takahashi, Hideaki Mgmt For For
3.6 Elect Director Kawakami, Kinya Mgmt For For
4 Appoint Statutory Auditor Yajima, Hiroyuki Mgmt For For
Page 157 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nippon Chemi-Con Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Appoint Alternate Statutory Auditor Kanaida, Mgmt For For Katsuji
Nippon Light Metal Holdings Company, Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 5703
Primary ISIN: JP3700200003 Primary SEDOL: B51WP26
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2.1 Elect Director Okamoto, Ichiro Mgmt For For
2.2 Elect Director Murakami, Toshihide Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Okamoto, Yasunori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Yamamoto, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Hiruma, Hiroyasu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Hamamura, Shozo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Adachi, Sho Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Tomioka, Yoshihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Yasuda, Kotaro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 158 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nippon Light Metal Holdings Company, Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.10 Elect Director Ono, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Hayashi, Ryoichi Mgmt For For
2.12 Elect Director Ito, Haruo Mgmt For For
3 Appoint Alternate Statutory Auditor Kawai, Mgmt For For Shintaro
Nippon Steel & Sumikin Bussan
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 9810
Primary ISIN: JP3681000000 Primary SEDOL: 6646884
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 105
2.1 Elect Director Hiwatari, Kenji Mgmt For For
2.2 Elect Director Tamagawa, Akio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Miyamoto, Tsuneo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nomura, Yuichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Nakamura, Eiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Sugiguchi, Yasuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Tomioka, Yasuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Ogura, Yoshihiro Mgmt For For
Page 159 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nippon Steel & Sumikin Bussan
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Kinoshita, Keishiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Shimada, Shunji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Moriwaki, Keiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Arayashiki, Nobuyuki 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 Minatani, Tadayoshi 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 Migita, Akio 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.
Nippon Steel & Sumitomo Metal Corp.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 5401
Primary ISIN: JP3381000003 Primary SEDOL: 6642569
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 Muneoka, Shoji Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Shindo, Kosei Mgmt For Against
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
2.3 Elect Director Sakuma, Soichiro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 160 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nippon Steel & Sumitomo Metal Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Saeki, Yasumitsu Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Fujino, Shinji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Hashimoto, Eiji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Takahashi, Kenji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Sakae, Toshiharu Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Tanimoto, Shinji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Nakamura, Shinichi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Kunishi, Toshihiko Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Otsuka, Mutsutake Mgmt For For
2.13 Elect Director Fujisaki, Ichiro Mgmt For For
3 Appoint Statutory Auditor Nagayasu, Katsunori 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.
Nippon Suisan Kaisha Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 1332
Primary ISIN: JP3718800000 Primary SEDOL: 6640927
Page 161 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nippon Suisan Kaisha Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Hosomi, Norio Mgmt For For
1.2 Elect Director Oki, Shinsuke Mgmt For For
1.3 Elect Director Matono, Akiyo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Sekiguchi, Yoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Yamamoto, Shinya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Takahashi, Seiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Hamada, Shingo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Oki, Kazuo Mgmt For For
1.9 Elect Director Yoko, Keisuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.1 Appoint Statutory Auditor Ozawa, Motohide Mgmt For For
2.2 Appoint Statutory Auditor Iyoda, Toshinari Mgmt For For
3 Appoint Alternate Statutory Auditor Mgmt For For Kawahigashi, Kenji
Nippon Telegraph & Telephone Corp.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 9432
Primary ISIN: JP3735400008 Primary SEDOL: 6641373
Page 162 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nippon Telegraph & Telephone Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 60 Voter Rationale:
Shareholders should have the right to elect directors annually in order to hold them to account.
Nishimatsuya Chain
Meeting Date: 05/16/2017 Country: Japan Meeting Type: Annual Ticker: 7545
Primary ISIN: JP3659300002 Primary SEDOL: 6016926
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 11
2.1 Elect Director Omura, Yoshifumi Mgmt For For
2.2 Elect Director Kitanaka, Hideho Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Fujita, Masayoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Matsuo, Mitsuaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Komurasaki, Yasushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Sugao, Hidefumi Mgmt For For
2.7 Elect Director Hamada, Satoshi Mgmt For For
3.1 Appoint Statutory Auditor Ohashi, Kazuyoshi 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 Hasegawa, Hisato 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 163 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nishimatsuya Chain
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Director and Statutory Auditor Mgmt For Against Retirement Bonus 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.
5 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.
6 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.
Nissan Motor Co. Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 7201
Primary ISIN: JP3672400003 Primary SEDOL: 6642860
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 24
2.1 Elect Director Carlos Ghosn Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Saikawa, Hiroto Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.3 Elect Director Greg Kelly Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.4 Elect Director Sakamoto, Hideyuki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 164 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nissan Motor Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Matsumoto, Fumiaki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.6 Elect Director Nakamura, Kimiyasu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.7 Elect Director Shiga, Toshiyuki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.8 Elect Director Jean-Baptiste Duzan Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.9 Elect Director Bernard Rey Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
3 Appoint Statutory Auditor Guiotoko, Celso 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.
Nissan Tokyo Sales Holdings Co., Ltd.
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 8291
Primary ISIN: JP3587800008 Primary SEDOL: 6895749
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 8
2.1 Elect Director Sakai, Shinya Mgmt For For
Page 165 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nissan Tokyo Sales Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Togawa, Takahiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Ishida, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Yonezawa, Ryoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Takebayashi, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Hosoda, Jiro Mgmt For For
2.7 Elect Director Endo, Ken Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Nisshin Fudosan Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8881
Primary ISIN: JP3677900007 Primary SEDOL: 6259345
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 15
2 Elect Director Fujiwara, Shigeru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Approve Director Retirement Bonus Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
NISSHIN OILLIO GROUP LTD
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 2602
Primary ISIN: JP3677200002 Primary SEDOL: 6641049
Page 166 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
NISSHIN OILLIO GROUP LTD
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 Amend Articles to Remove Provisions on Mgmt For For Takeover Defense
4.1 Elect Director Imamura, Takao Mgmt For For
4.2 Elect Director Kuno, Takahisa Mgmt For For
4.3 Elect Director Ishigami, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Fujii, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Ogami, Hidetoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Yoshida, Nobuaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Kobayashi, Arata Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Narusawa, Takashi Mgmt For For
4.9 Elect Director Shirai, Sayuri Mgmt For For
5 Appoint Alternate Statutory Auditor Matsumura, Mgmt For For Tatsuhiko
Nittetsu Mining Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 1515
Primary ISIN: JP3680800004 Primary SEDOL: 6641027
Page 167 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nittetsu Mining 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 40
2.1 Elect Director Sato, Kimio Mgmt For For
2.2 Elect Director Koyama, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Matsunaga, Jun Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Yamasaki, Shinya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kawamura, Hideo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Kumamura, Takeyuki Mgmt For For
2.7 Elect Director Kaneko, Katsuhiko Mgmt For For
2.8 Elect Director Somatsu, Yuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Morikawa, Reiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Hotta, Eiki Mgmt For For
Nomura Real Estate Holdings, Inc.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 3231
Primary ISIN: JP3762900003 Primary SEDOL: B1CWJM5
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Yoshikawa, Atsushi Mgmt For For
1.2 Elect Director Kutsukake, Eiji Mgmt For For
Page 168 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Nomura Real Estate Holdings, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Miyajima, Seiichi Mgmt For For
1.4 Elect Director Seki, Toshiaki Mgmt For For
1.5 Elect Director Kimura, Hiroyuki Mgmt For For
1.6 Elect Director Haga, Makoto Mgmt For For
1.7 Elect Director Matsushima, Shigeru Mgmt For For
1.8 Elect Director Shinohara, Satoko Mgmt For For
2.1 Elect Director and Audit Committee Member Mgmt For For Orihara, Takao
2.2 Elect Director and Audit Committee Member Mgmt For For Fujitani, Shigeki
2.3 Elect Director and Audit Committee Member Mgmt For For Ogishi, Satoshi
2.4 Elect Director and Audit Committee Member Mgmt For For Yamate, Akira
2.5 Elect Director and Audit Committee Member Mgmt For For Ono, Akira
North Pacific Bank Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 8524
Primary ISIN: JP3843400007 Primary SEDOL: B7VKZP7
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 Yokouchi, Ryuzo Mgmt For For
2.2 Elect Director Ishii, Junji Mgmt For For
2.3 Elect Director Shibata, Ryu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Sakoda, Toshitaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Takeuchi, Iwao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 169 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
North Pacific Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Nagano, Minoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Yasuda, Mitsuharu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Matsushita, Katsunori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Fujiike, Hideki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Fukase, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Hayashi, Mikako Mgmt For For
2.12 Elect Director Ubagai, Rieko Mgmt For For
2.13 Elect Director Shimamoto, Kazuaki Mgmt For For
3.1 Appoint Statutory Auditor Fujii, Fumiyo 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 Tachikawa, 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.
NSK Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 6471
Primary ISIN: JP3720800006 Primary SEDOL: 6641544
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Provision on Terms of Mgmt For For Executive Officers
2.1 Elect Director Uchiyama, Toshihiro Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
Page 170 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
NSK Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Nogami, Saimon Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Suzuki, Shigeyuki Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kamio, Yasuhiro Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Aramaki, Hirotoshi Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Arai, Minoru Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Ichii, Akitoshi Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Enomoto, Toshihiko Mgmt For For
Voter Rationale:
The board should be one-third independent to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Kama, Kazuaki Mgmt For For
2.10 Elect Director Tai, Ichiro Mgmt For For
2.11 Elect Director Furukawa, Yasunobu Mgmt For For
Voter Rationale:
The board should one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Ikeda, Teruhiko Mgmt For For
Voter Rationale:
The board should one-third board independence to ensure appropriate balance of independence and objectivity.
3 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.
NTN Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 6472
Primary ISIN: JP3165600002 Primary SEDOL: 6651189
Page 171 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
NTN Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2.1 Elect Director Okubo, Hiroshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Inoue, Hironori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Terasaka, Yoshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Ohashi, Keiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Miyazawa, Hideaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Goto, Itsuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Nakano, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Tsuji, Hidefumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Umemoto, Takehiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Shiratori, Toshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Kawashima, Kazuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Ukai, Eiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.13 Elect Director Wada, Akira Mgmt For For
Page 172 of 278
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NTN Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.14 Elect Director Tsuda, Noboru Mgmt For For
3 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.
NTT Data Corp.
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 9613
Primary ISIN: JP3165700000 Primary SEDOL: 6125639
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 Iwamoto, Toshio Mgmt For For
2.2 Elect Director Homma, Yo Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Ueki, Eiji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nishihata, Kazuhiro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kitani, Tsuyoshi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Yanagi, Keiichiro Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Aoki, Hiroyuki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Yamaguchi, Shigeki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 173 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
NTT Data Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.9 Elect Director Fujiwara, Toshi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Okamoto, Yukio Mgmt For For
2.11 Elect Director Hirano, Eiji Mgmt For For
2.12 Elect Director Ebihara, Takashi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
NTT DoCoMo Inc.
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 9437
Primary ISIN: JP3165650007 Primary SEDOL: 6129277
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 Amend Articles to Amend Business Lines Mgmt For For
3.1 Elect Director Nakamura, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.2 Elect Director Tamura, Hozumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.1 Appoint Statutory Auditor Suto, Shoji 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.
4.2 Appoint Statutory Auditor Sagae, Hironobu 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.
Obayashi Road Corp.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 1896
Primary ISIN: JP3190400006 Primary SEDOL: 6656441
Page 174 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Obayashi Road Corp.
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 Ishizuka, Yoshio Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Hamada, Michihiro Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.3 Elect Director Saito, Katsumi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.4 Elect Director Takagai, Katsuya Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.5 Elect Director Wakui, Toshio Mgmt For For
2.6 Elect Director Sato, Toshimi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.7 Elect Director Fukumoto, Katsuji Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.8 Elect Director Hama, Atsunobu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
3 Appoint Alternate Statutory Auditor Ueda, Kenji 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 175 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Ohashi Technica
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 7628
Primary ISIN: JP3173100003 Primary SEDOL: 6207957
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 Amend Articles to Amend Provisions on Director Mgmt For For Titles
3.1 Elect Director Shibasaki, Mamoru Mgmt For For
3.2 Elect Director Maekawa, Tomiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Hirose, Masaya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Nakamura, Yoshiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Oita Bank Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 8392
Primary ISIN: JP3175200009 Primary SEDOL: 6657541
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 3.5
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 Amend Articles to Update Authorized Capital to Mgmt For For Reflect Reverse Stock Split - Reduce Share Trading Unit
4.1 Elect Director Himeno, Shoji Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
Page 176 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Oita Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4.2 Elect Director Goto, Tomiichiro Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
4.3 Elect Director Kodama, Masaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Kikuguchi, Kunihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Tanaka, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Takahashi, Yasuhide Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
5 Appoint Statutory Auditor Kimoto, Tadashi 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.
Okasan Securities Group Inc
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8609
Primary ISIN: JP3190800007 Primary SEDOL: 6657949
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kato, Tetsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.2 Elect Director Shinshiba, Hiroyuki Mgmt For For
1.3 Elect Director Shindo, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Murai, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 177 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Okasan Securities Group Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.5 Elect Director Hayakawa, Masahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Kanai, Masanori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Terayama, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Sakaki, Yoshio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Egoshi, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.1 Elect Director and Audit Committee Member Mgmt For Against Natsume, Nobuyuki Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.2 Elect Director and Audit Committee Member Mgmt For For Higo, Seishi
2.3 Elect Director and Audit Committee Member Mgmt For For Kono, Hirokazu
2.4 Elect Director and Audit Committee Member Mgmt For Against Muneoka, Tsuneo Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Olympus Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 7733
Primary ISIN: JP3201200007 Primary SEDOL: 6658801
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 28
2.1 Elect Director Sasa, Hiroyuki Mgmt For For
2.2 Elect Director Takeuchi, Yasuo Mgmt For For
Page 178 of 278
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Olympus Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Taguchi, Akihiro Mgmt For For
2.4 Elect Director Ogawa, Haruo Mgmt For For
2.5 Elect Director Hirata, Kiichi Mgmt For For
2.6 Elect Director Hiruta, Shiro Mgmt For For
2.7 Elect Director Fujita, Sumitaka Mgmt For For
2.8 Elect Director Katayama, Takayuki Mgmt For For
2.9 Elect Director Kaminaga, Susumu Mgmt For For
2.10 Elect Director Kikawa, Michijiro Mgmt For For
2.11 Elect Director Iwamura, Tetsuo Mgmt For For
3 Appoint Statutory Auditor Koga, Nobuyuki Mgmt For For
4 Appoint Alternate Statutory Auditor Teshima, Mgmt For For Atsushi
5 Approve Equity Compensation 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.
Omron Corp.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 6645
Primary ISIN: JP3197800000 Primary SEDOL: 6659428
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 34
2 Amend Articles to Clarify Director Authority on Mgmt For For Shareholder Meetings - Amend Provisions on Director Titles
3.1 Elect Director Tateishi, Fumio Mgmt For For
3.2 Elect Director Yamada, Yoshihito Mgmt For For
3.3 Elect Director Miyata, Kiichiro Mgmt For For
3.4 Elect Director Nitto, Koji Mgmt For For
3.5 Elect Director Ando, Satoshi Mgmt For For
3.6 Elect Director Kobayashi, Eizo Mgmt For For
Page 179 of 278
The SEI Japan Equity Fund All Votes Report
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Omron Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Nishikawa, Kuniko Mgmt For For
3.8 Elect Director Kamigama, Takehiro Mgmt For For
4 Appoint Statutory Auditor Kunihiro, Tadashi Mgmt For For
5 Appoint Alternate Statutory Auditor Watanabe, Mgmt For For Toru
6 Approve Annual Bonus Mgmt For For
7 Approve Trust-Type Equity Compensation 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.
Onoken Co., Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 7414
Primary ISIN: JP3196700003 Primary SEDOL: 6659194
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Ono, Ken Mgmt For For
1.2 Elect Director Ono, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Ono, Tetsuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Ono, Shinsuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Okubo, Takayasu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Takamure, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Ono, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 180 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Origin Electric Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6513
Primary ISIN: JP3200400004 Primary SEDOL: 6661508
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 3.5
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 Amend Articles to Update Authorized Capital to Mgmt For For Reflect Reverse Stock Split - Reduce Share Trading Unit
4.1 Elect Director Seo, Kazuhiro Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
4.2 Elect Director Shinohara, Shinichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.3 Elect Director Takagi, Katsuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Genjima, Yasuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Kadowaki, Masaru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Higuchi, Junichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Tozuka, Shoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Yamamoto, Seiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.9 Elect Director Ishida, Takeo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 181 of 278
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Origin Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 Approve Trust-Type Equity Compensation 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.
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.
Orix Corp.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 8591
Primary ISIN: JP3200450009 Primary SEDOL: 6661144
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Business Lines Mgmt For For
2.1 Elect Director Inoue, Makoto Mgmt For For
2.2 Elect Director Kojima, Kazuo Mgmt For For
2.3 Elect Director Nishigori, Yuichi Mgmt For For
2.4 Elect Director Fushitani, Kiyoshi Mgmt For For
2.5 Elect Director Stan Koyanagi Mgmt For For
2.6 Elect Director Takahashi, Hideaki Mgmt For For
2.7 Elect Director Tsujiyama, Eiko Mgmt For For
2.8 Elect Director Robert Feldman Mgmt For For
2.9 Elect Director Niinami, Takeshi Mgmt For For
2.10 Elect Director Usui, Nobuaki Mgmt For For
2.11 Elect Director Yasuda, Ryuji Mgmt For For
2.12 Elect Director Takenaka, Heizo Mgmt For For
Page 182 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Pacific Metals Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 5541
Primary ISIN: JP3448000004 Primary SEDOL: 6666343
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
2 Amend Articles to Update Authorized Capital to Mgmt For For Reflect Reverse Stock Split - Reduce Share Trading Unit
3.1 Elect Director Sasaki, Akira Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.2 Elect Director Fujiyama, Tamaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Koide, Keiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Hatakeyama, Tetsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Sugai, Kazuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Aoyama, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Inomata, Yoshiharu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Matsumoto, Shinya Mgmt For For
3.9 Elect Director Imai, Hikari Mgmt For For
Paltac Corporation
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8283
Primary ISIN: JP3782200004 Primary SEDOL: B61BG94
Page 183 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Paltac Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Provisions on Director Mgmt For For Titles
2.1 Elect Director Mikita, Kunio Mgmt For For
2.2 Elect Director Morinaga, Tadashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Kimura, Kiyotaka Mgmt For For
2.4 Elect Director Ninomiya, Kunio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Miyai, Yoshiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Tashiro, Masahiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kasutani, Seiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Yogo, Katsutoshi Mgmt For For
2.9 Elect Director Matsumoto, Ryu Mgmt For For
2.10 Elect Director Oishi, Kaori Mgmt For For
3 Appoint Statutory Auditor Toyota, Kazunori 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.
Panasonic Corp
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6752
Primary ISIN: JP3866800000 Primary SEDOL: 6572707
Page 184 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Panasonic Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Provisions on Director Mgmt For For Titles
2.1 Elect Director Nagae, Shusaku Mgmt For For
2.2 Elect Director Matsushita, Masayuki Mgmt For For
Voter Rationale: We welcome the steps taken by the company to reform its governance practices - 1) abolishing poison pill; 2) reducing board size; 3) introducing additional independent director. We now encourage the board to establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Tsuga, Kazuhiro Mgmt For For
2.4 Elect Director Ito, Yoshio Mgmt For For
2.5 Elect Director Sato, Mototsugu Mgmt For For
2.6 Elect Director Oku, Masayuki Mgmt For For
2.7 Elect Director Tsutsui, Yoshinobu Mgmt For For
2.8 Elect Director Ota, Hiroko Mgmt For For
2.9 Elect Director Toyama, Kazuhiko Mgmt For For
2.10 Elect Director Ishii, Jun Mgmt For For
2.11 Elect Director Higuchi, Yasuyuki Mgmt For For
2.12 Elect Director Umeda, Hirokazu Mgmt For For
PAPYLESS Co Ltd
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 3641
Primary ISIN: JP3781540004 Primary SEDOL: B4XBT66
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
2.1 Elect Director Matsui, Yasuko 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
Page 185 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
PAPYLESS Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Amaya, Mikio 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Fukui, Tomoki 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Okada, Hideaki 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Sunaga, Yoshikazu 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
Pioneer Corporation
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 6773
Primary ISIN: JP3780200006 Primary SEDOL: 6688745
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Accounting Transfers Mgmt For For
2.1 Elect Director Kotani, Susumu Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Kawashiri, Kunio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Saito, Harumitsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Moriya, Koichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 186 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Pioneer Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Odate, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Nishimura, Shinsuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Tanizeki, Masahiro Mgmt For For
2.8 Elect Director Sato, Shunichi Mgmt For For
3.1 Appoint Alternate Statutory Auditor Tsuji, Mgmt For Against Shinichi 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 Alternate Statutory Auditor Hanano, Mgmt For For Nobuko
Plenus Co. Ltd.
Meeting Date: 05/25/2017 Country: Japan Meeting Type: Annual Ticker: 9945
Primary ISIN: JP3833700002 Primary SEDOL: 6692702
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Shioi, Tatsuo Mgmt For For
1.2 Elect Director Okusu, Yasuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Tabuchi, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Kaneko, Shiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Suzuki, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Fuyama, Minoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 187 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Plenus Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.7 Elect Director Tachibana, Hidenobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Naganuma, Koichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.1 Elect Director and Audit Committee Member Mgmt For Against Takahashi, Tsutomu Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.2 Elect Director and Audit Committee Member Mgmt For Against Isoyama, Seiji Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director and Audit Committee Member Mgmt For Against Yoshikai, Takashi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.In addition, Directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties.
2.4 Elect Director and Audit Committee Member Mgmt For For Matsubuchi, Toshiro
Raysum Co Ltd
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8890
Primary ISIN: JP3979100009 Primary SEDOL: 6335892
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 29 Voter Rationale:
Shareholders should have the right to elect directors annually in order to hold them to account.
Recruit Holdings Co., Ltd.
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 6098
Primary ISIN: JP3970300004 Primary SEDOL: BQRRZ00
Page 188 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Recruit Holdings Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Minegishi, Masumi Mgmt For For
1.2 Elect Director Ikeuchi, Shogo Mgmt For For
1.3 Elect Director Sagawa, Keiichi Mgmt For For
1.4 Elect Director Oyagi, Shigeo Mgmt For For
1.5 Elect Director Shingai, Yasushi Mgmt For For
2 Appoint Alternate Statutory Auditor Shinkawa, Mgmt For For Asa
3 Approve Compensation Ceiling for Statutory Mgmt For For Auditors
Resona Holdings, Inc.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8308
Primary ISIN: JP3500610005 Primary SEDOL: 6421553
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Remove Provisions on Mgmt For For Non-Common Shares
2.1 Elect Director Higashi, Kazuhiro Mgmt For For
2.2 Elect Director Kan, Tetsuya Mgmt For For
2.3 Elect Director Hara, Toshiki Mgmt For For
2.4 Elect Director Isono, Kaoru Mgmt For For
2.5 Elect Director Arima, Toshio Mgmt For For
2.6 Elect Director Sanuki, Yoko Mgmt For For
2.7 Elect Director Urano, Mitsudo Mgmt For For
2.8 Elect Director Matsui, Tadamitsu Mgmt For For
2.9 Elect Director Sato, Hidehiko Mgmt For For
2.10 Elect Director Baba, Chiharu Mgmt For For
Page 189 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Resona Holdings, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Amend Articles to Hand over Petition Calling for SH Against Against Refraining of Strongly Pursuing Negative Interest Rate Policy to Governor of the Bank of Japan Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
4 Amend Articles to Require Individual SH Against For Compensation Disclosure for Directors Voter Rationale:
A vote FOR this shareholder proposal is recommended because:- The proposed disclosure would promote accountability and help shareholders make better-informed decisions.
5 Amend Articles to Separate Chairman of the SH Against For Board and CEO Voter Rationale:
A vote FOR this shareholder proposal is recommended because:- The addition of the language to the articles will add credence to the company that it will have a solid governance structure as the roles of board chair and chief executive are separate.
6 Amend Articles to Create System that Enables SH Against Against Employees to be Reinstated after Running for Office in National Elections, Local Assembly Elections, and Elections for the Heads of Local Governments
Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
7 Amend Articles to Require Company to Urge SH Against For Subsidiaries Owning Shares in Allied Firms to Vote Shares Appropriately Voter Rationale:
A vote FOR this shareholder proposal is warranted because:- Constructive, well-considered voting serves the interests of both the shareholder and the portfolio company.
8 Amend Articles to Disclose Director Training SH Against Against Policy Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
9 Amend Articles to Add Provisions on SH Against Against Communications and Responses between Shareholders and Directors Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
10 Amend Articles to Add Provisions Allowing SH Against Against Shareholders to Nominate Director Candidates to Nomination Committee and Its Equal Treatment Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- Shareholders are already legally entitled to submit shareholder proposals regarding nomination of directors, rendering this proposal unnecessary.
11 Amend Articles to Allow Inclusion of SH Against Against Shareholder Proposals in Convocation Notice with the Upper Limit of 100 at Minimum Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
Page 190 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Resona Holdings, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
12 Amend Articles to Establish Liaison for Reporting SH Against Against Concerns to Audit Committee Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
13 Amend Articles to Mandate Holding of Meetings SH Against Against Consisting Solely of Outside Directors
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
14 Amend Articles to Add Provisions on SH Against Against Recruitment and Offer of Senior Positions to Women Who Interrupted Their Careers for Childbirth Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
15 Amend Articles to Prohibit Discriminatory SH Against Against Treatment of Activist Investors Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
16 Amend Articles to Establish Special Committee SH Against Against on Expressing the Company's Opinion on Recent Actions by Justice Minister Katsutoshi Kaneda
Voter Rationale:
aA vote AGAINST this shareholder proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
17 Amend Articles to Establish Special Investigation SH Against Against Committee on Loans to K.K. Kenko
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
18 Remove Director Mitsudo Urano from Office SH Against Against
Voter Rationale:
A vote AGAINST this proposal is recommended because:- We are unaware of any particular reasons that Urano is unqualified as a director.
19 Amend Articles to Establish Special Investigation SH Against Against Committee on Director Mitsudo Urano
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proposed content falls within the realm of matters best left to the discretion of management under board oversight.
20 Appoint Shareholder Director Nominee Lucian SH Against Against Bebchuk in place of Mitsudo Urano Voter Rationale:
A vote AGAINST this nominee is recommended because:- The proposed language explicitly links Bebchuk's appointment to Urano's ouster, which is not well supported.- Bebchuk has attractive credentials and an excellent reputation, but there is no indication he is actually available to serve on Resona's board or that he has agreed to do so.- The board's all-outsider nomination committee, with its independent director majority, deserves the benefit of the doubt in identifying and nominating qualified, independent nominees.
Page 191 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Resorttrust Inc.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4681
Primary ISIN: JP3974450003 Primary SEDOL: 6044132
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 23
2.1 Elect Director Ito, Yoshiro Mgmt For For
2.2 Elect Director Ito, Katsuyasu Mgmt For For
2.3 Elect Director Kawasaki, Nobuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Fushimi, Ariyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Ito, Masaaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Shintani, Atsuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Uchiyama, Toshihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Iuchi, Katsuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Takagi, Naoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Kawaguchi, Masahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Ogino, Shigetoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Furukawa, Tetsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 192 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Resorttrust Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.13 Elect Director Nonaka, Tomoyo Mgmt For For
3.1 Elect Director and Audit Committee Member Mgmt For For Taniguchi, Yoshitaka
3.2 Elect Director and Audit Committee Member Mgmt For For Aiba, Yoichi
3.3 Elect Director and Audit Committee Member Mgmt For Against Akahori, Satoshi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
3.4 Elect Director and Audit Committee Member Mgmt For Against Nakatani, Toshihisa Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
3.5 Elect Director and Audit Committee Member Mgmt For Against Okada, Yoshitaka Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
4 Approve Retirement Bonus for Director Who Is Mgmt For Against Not an Audit Committee Member Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
5 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.
Rinnai Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 5947
Primary ISIN: JP3977400005 Primary SEDOL: 6740582
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 44
2.1 Elect Director Hayashi, Kenji Mgmt For For
2.2 Elect Director Naito, Hiroyasu Mgmt For For
Page 193 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Rinnai Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Narita, Tsunenori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kosugi, Masao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kondo, Yuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Matsui, Nobuyuki Mgmt For For
2.7 Elect Director Kamio, Takashi Mgmt For For
3 Appoint Alternate Statutory Auditor Ishikawa, Mgmt For For Yoshiro
Rohm Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6963
Primary ISIN: JP3982800009 Primary SEDOL: 6747204
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 80
2.1 Elect Director Sawamura, Satoshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Azuma, Katsumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Fujiwara, Tadanobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Matsumoto, Isao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Yamazaki, Masahiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 194 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Rohm Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Sakai, Masaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Sato, Kenichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Kawamoto, Hachiro Mgmt For For
2.9 Elect Director Nishioka, Koichi Mgmt For For
2.10 Elect Director Suenaga, Yoshiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Ryohin Keikaku Co. Ltd.
Meeting Date: 05/24/2017 Country: Japan Meeting Type: Annual Ticker: 7453
Primary ISIN: JP3976300008 Primary SEDOL: 6758455
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 156
2.1 Elect Director Matsuzaki, Satoru Mgmt For For
2.2 Elect Director Okazaki, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Yamamoto, Yuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Shimizu, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Endo, Isao Mgmt For For
Page 195 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
S.T. Corp.
Meeting Date: 06/14/2017 Country: Japan Meeting Type: Annual Ticker: 4951
Primary ISIN: JP3162800001 Primary SEDOL: 6764355
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Suzuki, Takashi Mgmt For For
1.2 Elect Director Onzo, Naoto Mgmt For For
1.3 Elect Director Suzuki, Kanichi Mgmt For For
1.4 Elect Director Miyagawa, Mitsuko Mgmt For For
1.5 Elect Director Watanabe, Noriyuki Mgmt For For
1.6 Elect Director Sugiyama, Kazuo Mgmt For For
1.7 Elect Director Suzuki, Takako Mgmt For For
1.8 Elect Director Ishikawa, Kumiko Mgmt For For
1.9 Elect Director Yoshizawa, Koichi Mgmt For For
Sanken Electric Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 6707
Primary ISIN: JP3329600005 Primary SEDOL: 6774785
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 3.5
2.1 Elect Director Wada, Takashi Mgmt For For
2.2 Elect Director Hoshino, Masao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Suzuki, Yoshihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Suzuki, Kazunori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 196 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sanken Electric Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Soroji, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Takani, Hideo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Richard R. Lury Mgmt For For
2.8 Elect Director Fujita, Noriharu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Minami, Atsushi Mgmt For For
4 Appoint Alternate Statutory Auditor Ryu, Mgmt For For Hirohisa
Sankyo Frontier Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 9639
Primary ISIN: JP3328200005 Primary SEDOL: 6860394
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
2 Amend Articles to Update Authorized Capital to Mgmt For For Reflect Reverse Stock Split - Reduce Share Trading Unit
3.1 Elect Director Nagatsuma, Takatsugu 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
3.2 Elect Director Hayama, Hideto 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
Page 197 of 278
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Sankyo Frontier Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Mito, Shigeo 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Fujita, Takeshi 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Kojima, Shunichi 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 Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity.
4.1 Appoint Statutory Auditor Yamazaki, Naoto 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.
4.2 Appoint Statutory Auditor Ishiguro, Hiroshi Mgmt For For
5 Approve Statutory Auditor Retirement Bonus 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.
6 Approve Annual Bonus Mgmt For For
Sanyo Special Steel Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 5481
Primary ISIN: JP3342000001 Primary SEDOL: 6777063
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
2.1 Elect Director Higuchi, Shinya Mgmt For Against
Voter Rationale: A vote AGAINST this director nominee is warranted because:* The nominee should be held responsible for the company's continued failure to put its poison pill renewal to a vote.
2.2 Elect Director Tominaga, Shinichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 198 of 278
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Sanyo Special Steel Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Yanagitani, Akihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nishihama, Wataru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Nagano, Kazuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Takahashi, Kozo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Oi, Shigehiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Omae, Kozo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Yanagimoto, Katsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Omori, Yusaku Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Kobayashi, Takashi Mgmt For For
3 Appoint Statutory Auditor Fukuda, Kazuhisa 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.
4 Appoint Alternate Statutory Auditor Kobayashi, Mgmt For For Akihiro
5 Approve Annual Bonus Mgmt For For
6 Approve Compensation Ceiling for Directors Mgmt For For
Sato Holding Corporation
Meeting Date: 06/20/2017 Country: Japan Meeting Type: Annual Ticker: 6287
Primary ISIN: JP3321400008 Primary SEDOL: 6777579
Page 199 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sato Holding Corporation
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 Approve Accounting Transfers Mgmt For For
3 Amend Articles to Amend Business Lines Mgmt For For
4.1 Elect Director Matsuyama, Kazuo Mgmt For For
4.2 Elect Director Kotaki, Ryutaro Mgmt For For
4.3 Elect Director Nishida, Koichi Mgmt For For
4.4 Elect Director Dobashi, Ikuo Mgmt For For
4.5 Elect Director Narumi, Tatsuo Mgmt For For
4.6 Elect Director Suzuki, Ken Mgmt For For
4.7 Elect Director Tanaka, Yuko Mgmt For For
4.8 Elect Director Ito, Ryoji Mgmt For For
4.9 Elect Director Shimaguchi, Mitsuaki Mgmt For For
4.10 Elect Director Yamada, Hideo Mgmt For For
4.11 Elect Director Matsuda, Chieko Mgmt For For
5 Appoint Statutory Auditor Yamaguchi, Takao Mgmt For For
6 Appoint Alternate Statutory Auditor Shikou Yun Mgmt For For
SAXA Holdings Inc
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6675
Primary ISIN: JP3471200000 Primary SEDOL: 6728975
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
Page 200 of 278
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SAXA Holdings Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Sogabe, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.2 Elect Director Fuse, Masashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Oguchi, Kimio Mgmt For For
4.1 Appoint Statutory Auditor Umetsu, Mitsuo Mgmt For For
4.2 Appoint Statutory Auditor Iimori, Kenji Mgmt For For
5 Appoint Alternate Statutory Auditor Yamazaki, Mgmt For For Hayato
6 Approve Annual Bonus Mgmt For For
SBI Holdings
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8473
Primary ISIN: JP3436120004 Primary SEDOL: 6309466
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kitao, Yoshitaka Mgmt For For
1.2 Elect Director Kawashima, Katsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Nakagawa, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Asakura, Tomoya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Morita, Shumpei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Takamura, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 201 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
SBI Holdings
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.7 Elect Director Nakatsuka, Kazuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Shigemitsu, Tatsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Yamada, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.10 Elect Director Yoshida, Masaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.11 Elect Director Sato, Teruhide Mgmt For For
1.12 Elect Director Ayako Hirota Weissman Mgmt For For
1.13 Elect Director Takenaka, Heizo Mgmt For For
1.14 Elect Director Otobe, Tatsuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.15 Elect Director Gomi, Hirofumi Mgmt For For
1.16 Elect Director Asaeda, Yoshitaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.17 Elect Director Suzuki, Yasuhiro Mgmt For For
2 Appoint Statutory Auditor Ichikawa, Toru 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 Appoint Alternate Statutory Auditor Wakatsuki, Mgmt For For Tetsutaro
Scroll Corp
Meeting Date: 05/30/2017 Country: Japan Meeting Type: Annual Ticker: 8005
Primary ISIN: JP3913600007 Primary SEDOL: 6611718
Page 202 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Scroll Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Horita, Mamoru Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.2 Elect Director Tsurumi, Tomohisa Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.3 Elect Director Sato, Hiroaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Koyama, Masakatsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Yamazaki, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2 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.
3 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.
Sega Sammy Holdings Inc.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 6460
Primary ISIN: JP3419050004 Primary SEDOL: B02RK08
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Satomi, Hajime Mgmt For For
1.2 Elect Director Satomi, Haruki Mgmt For For
1.3 Elect Director Tsurumi, Naoya Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 203 of 278
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Sega Sammy Holdings Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.4 Elect Director Fukazawa, Koichi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Okamura, Hideki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Iwanaga, Yuji Mgmt For For
1.7 Elect Director Natsuno, Takeshi Mgmt For For
1.8 Elect Director Katsukawa, Kohei Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.1 Appoint Statutory Auditor Aoki, Shigeru Mgmt For Against
2.2 Appoint Statutory Auditor Sakaue, Yukito Mgmt For Against
2.3 Appoint Statutory Auditor Kazashi, Tomio Mgmt For For
2.4 Appoint Statutory Auditor Enomoto, Mineo 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 Appoint Alternate Statutory Auditor Ogata, Mgmt For Against Izumi 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.
Seibu Holdings Inc.
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 9024
Primary ISIN: JP3417200007 Primary SEDOL: BKY6H35
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 15.5
2.1 Elect Director Ogawa, Shuichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.2 Elect Director Oya, Eiko Mgmt For For
2.3 Elect Director Ogi, Takehiko Mgmt For For
Page 204 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Seibu Holdings Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Goto, Keiji Mgmt For For
3.1 Appoint Statutory Auditor Yazaki, Michifumi Mgmt For For
3.2 Appoint Statutory Auditor Nagaseki, Isao Mgmt For For
Seikitokyu Kogyo Co. Inc.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 1898
Primary ISIN: JP3414600001 Primary SEDOL: 6793359
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 17
2.1 Elect Director Sato, Toshiaki Mgmt For For
2.2 Elect Director Saito, Kazuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Furukawa, Tsukasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Hiramoto, Kimio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Iizuka, Tsuneo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Fukuda, Shinya Mgmt For For
2.7 Elect Director Tamura, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Taira, Yoshikazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Koide, Masayuki 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 205 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sekisui Chemical Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 4204
Primary ISIN: JP3419400001 Primary SEDOL: 6793821
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 19
2.1 Elect Director Negishi, Naofumi Mgmt For For
2.2 Elect Director Koge, Teiji Mgmt For For
2.3 Elect Director Kubo, Hajime Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Uenoyama, Satoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Sekiguchi, Shunichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Kato, Keita Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Hirai, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Taketomo, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Ishizuka, Kunio Mgmt For For
2.10 Elect Director Kase, Yutaka Mgmt For For
3 Appoint Statutory Auditor Naganuma, Moritoshi Mgmt For For
Sekisui House Ltd.
Meeting Date: 04/27/2017 Country: Japan Meeting Type: Annual Ticker: 1928
Primary ISIN: JP3420600003 Primary SEDOL: 6793906
Page 206 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sekisui House Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 32
2 Appoint Statutory Auditor Kobayashi, Takashi Mgmt For For
3 Approve Annual Bonus Mgmt For For
Seven & i Holdings Co Ltd
Meeting Date: 05/25/2017 Country: Japan Meeting Type: Annual Ticker: 3382
Primary ISIN: JP3422950000 Primary SEDOL: B0FS5D6
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 Isaka, Ryuichi Mgmt For For
2.2 Elect Director Goto, Katsuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Ito, Junro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Aihara, Katsutane Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Yamaguchi, Kimiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Furuya, Kazuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Anzai, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 207 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Seven & i Holdings Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.8 Elect Director Otaka, Zenko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Joseph M. DePinto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Scott Trevor Davis Mgmt For For
2.11 Elect Director Tsukio, Yoshio Mgmt For For
2.12 Elect Director Ito, Kunio Mgmt For For
2.13 Elect Director Yonemura, Toshiro Mgmt For For
3 Appoint Statutory Auditor Habano, Noriyuki Mgmt For For
4 Approve Deep Discount 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.
Shiga Bank Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 8366
Primary ISIN: JP3347600003 Primary SEDOL: 6804240
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 4.5
2.1 Elect Director Daido, Yoshio Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Takahashi, Shojiro Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.3 Elect Director Imai, Etsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Hayashi, Kazuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 208 of 278
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Shiga Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Ono, Yasunaga Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Wakabayashi, Iwao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Nishi, Motohiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Saito, Takahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Morimoto, Masaru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Kitagawa, Masayoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Kubota, Shinya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Tsujita, Motoko Mgmt For For
2.13 Elect Director Yasui, Hajime Mgmt For For
3 Appoint Statutory Auditor Matsui, Yasuhito Mgmt For For
Shikoku Bank Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 8387
Primary ISIN: JP3350000000 Primary SEDOL: 6804143
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 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
Page 209 of 278
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Shikoku Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Amend Articles to Update Authorized Capital to Mgmt For For Reflect Reverse Stock Split - Reduce Share Trading Unit
4.1 Elect Director Nishigawa, Akihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.2 Elect Director Ioroi, Seiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.3 Elect Director Ozaki, Yoshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Inada, Chieko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
5.1 Appoint Statutory Auditor Kumazawa, Shinichiro 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.
5.2 Appoint Statutory Auditor Tanaka, Akio Mgmt For For
6 Amend Articles to Ban Advisor Posts SH Against For
Voter Rationale:
A vote FOR this proposal is recommended because:- The proposal will add credence to the bank that it will have sound governance practices by trying to reduce the influence of former senior executives over the bank's strategic decision making process down the road.- Meanwhile, banning advisor posts in the articles of incorporation will not prevent former senior executives of the bank from playing the role they currently have as liaisons to the business community, without the title of advisor, if that is deemed to be reasonable.
7.1 Remove Director Shinichiro Kumazawa from SH Against Against Office Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these statutory auditors at this time.- There is no evidence that these statutory auditors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
7.2 Remove Director Seiichi Ioroi from Office SH Against Against
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these directors at this time.- There is no evidence that the directors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
7.3 Remove Director Noriyuki Kuroshita from Office SH Against Against
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these directors at this time.- There is no evidence that the directors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
7.4 Remove Director Tatsuji Kobayashi from Office SH Against Against
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these directors at this time.- There is no evidence that the directors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
Page 210 of 278
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Shikoku Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
7.5 Remove Director Etsuko Mizobuchi from Office SH Against Against
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these directors at this time.- There is no evidence that the directors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
7.6 Remove Director Yoshinori Ozaki from Office SH Against Against
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these directors at this time.- There is no evidence that the directors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
8.1 Remove Statutory Auditor Yutaka Kitamura from SH Against Against Office Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these statutory auditors at this time.- There is no evidence that these statutory auditors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
8.2 Remove Statutory Auditor Akio Tanaka from SH Against Against Office Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these statutory auditors at this time.- There is no evidence that these statutory auditors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
8.3 Remove Statutory Auditor Hiroshi Kawazoe from SH Against Against Office Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these statutory auditors at this time.- There is no evidence that these statutory auditors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
8.4 Remove Statutory Auditor Masahiro Hamada SH Against Against from Office Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent has not provided a sufficient case for the removal of these statutory auditors at this time.- There is no evidence that these statutory auditors have failed to fulfill their responsibilities in accordance with the applicable laws and articles.
Shima Seiki Mfg. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 6222
Primary ISIN: JP3356500003 Primary SEDOL: 6806008
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25 Voter Rationale:
Shareholders should have the right to elect directors annually in order to hold them to account.
2 Amend Articles to Amend Provisions on Director Mgmt For For Titles
Page 211 of 278
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Shinagawa Refractories Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 5351
Primary ISIN: JP3353200003 Primary SEDOL: 6804466
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 4
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 Amend Articles to Authorize Share Buybacks at Mgmt For Against Board's Discretion Voter Rationale:
Shareholders should be given the opportunity to approve all capital-related transactions. Shareholders should retain the right to approve the company's share repurchase policy.
4.1 Elect Director Aikawa, Mitsugu Mgmt For For
4.2 Elect Director Yoshino, Ryoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.3 Elect Director Iida, Eiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Kaneshige, Toshihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Saito, Keiji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Kato, Ken Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Kurose, Yoshikazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Yamashita, Hirofumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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.
Page 212 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Shin-Etsu Chemical Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4063
Primary ISIN: JP3371200001 Primary SEDOL: 6804585
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 60
2 Amend Articles to Indemnify Directors - Mgmt For For Indemnify Statutory Auditors
3.1 Elect Director Saito, Yasuhiko Mgmt For For
3.2 Elect Director Ishihara, Toshinobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Ueno, Susumu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Matsui, Yukihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Miyajima, Masaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Frank Peter Popoff Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Miyazaki, Tsuyoshi Mgmt For For
3.8 Elect Director Fukui, Toshihiko Mgmt For For
3.9 Elect Director Kasahara, Toshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Onezawa, Hidenori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Maruyama, Kazumasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4 Appoint Statutory Auditor Fukui, Taku 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 213 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Shin-Etsu Chemical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5 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.
Shin-Etsu Polymer Co. Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 7970
Primary ISIN: JP3371600002 Primary SEDOL: 6805704
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 Hiura, Osamu Mgmt For For
2.2 Elect Director Ono, Yoshiaki Mgmt For For
2.3 Elect Director Deto, Toshiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Hata, Kenjiro Mgmt For For
2.5 Elect Director Todoroki, Shigemichi Mgmt For For
2.6 Elect Director Takayama, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Furukawa, Mikio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Sugano, Satoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Shibata, Yasushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Kobayashi, Naoki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 214 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Shin-Etsu Polymer Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.11 Elect Director Ishihara, Kan Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Sato, Mitsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Noguchi, Shuichi 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 Miyazaki, Morio 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.
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.
Shinko Electric Industries Co. Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 6967
Primary ISIN: JP3375800004 Primary SEDOL: 6804927
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 12.5
2.1 Elect Director Toyoki, Noriyuki Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Hasebe, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Yoda, Toshihisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kodaira, Tadashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 215 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Shinko Electric Industries Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Ozawa, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Approve Annual Bonus Mgmt For For
Shinko Shoji Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8141
Primary ISIN: JP3374200008 Primary SEDOL: 6804972
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Kitai, Akio Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.2 Elect Director Ogawa, Tatsuya Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.3 Elect Director Inaba, Junichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Masaki, Teru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Yuge, Fumitaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Hosono, Katsuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Miyazawa, Kiyotaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Oura, Toshio Mgmt For For
1.9 Elect Director Yoshiike, Tatsuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 216 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Shinko Shoji Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Add Provisions on SH Against Against No-Confidence Motions and Shareholder Proposal Proponents Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponent fails to identify what problem the changes would address, or how the changes would enhance shareholder value.- While naming shareholder proponents may be welcome in many (or most) cases, a mandate could encourage misuse of the shareholder proposal mechanism as a tool to promote political or public grandstanding objectives with little relationship to shareholder interests.
ShinMaywa Industries Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 7224
Primary ISIN: JP3384600007 Primary SEDOL: 6804488
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 7
2.1 Elect Director Isogawa, Tatsuyuki Mgmt For For
2.2 Elect Director Endo, Keisuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Ishimaru, Kanji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Tanuma, Katsuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Fukai, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Itami, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Yamamoto, Nobutane Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Hiramatsu, Kazuo Mgmt For For
Page 217 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
ShinMaywa Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Kanda, Yoshifumi 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.
4 Approve Annual Bonus Mgmt For For
Shinnihon Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 1879
Primary ISIN: JP3380300008 Primary SEDOL: 6804013
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 Reduce Directors' Term Mgmt For For
3.1 Elect Director Kanetsuna, Kazuo Mgmt For For
3.2 Elect Director Takami, Katsushi Mgmt For For
3.3 Elect Director Suzuki, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Imai, Mitsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Mikami, Junichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Takahashi, Naeki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Sabase, Junya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Kizu, Susumu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 218 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Shinnihon Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Okawa, Ryosei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Yamaguchi, Yusei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Takahashi, Shinji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Shinsei Bank Ltd.
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 8303
Primary ISIN: JP3729000004 Primary SEDOL: 6730936
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
2 Amend Articles to Update Authorized Capital to Mgmt For For Reflect Reverse Stock Split - Reduce Share Trading Unit
3.1 Elect Director Kudo, Hideyuki Mgmt For For
3.2 Elect Director Nakamura, Yukio Mgmt For For
3.3 Elect Director J. Christopher Flowers Mgmt For For
3.4 Elect Director Ernest M. Higa Mgmt For For
3.5 Elect Director Kani, Shigeru Mgmt For For
3.6 Elect Director Makihara, Jun Mgmt For For
3.7 Elect Director Tomimura, Ryuichi Mgmt For For
Shinsho Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8075
Primary ISIN: JP3374000002 Primary SEDOL: 6804983
Page 219 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Shinsho Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Provisions on Number Mgmt For For of Directors
2 Approve Compensation Ceiling for Directors Mgmt For For
3 Approve Compensation Ceiling for Statutory Mgmt For For Auditors
4.1 Elect Director Tsumura, Hiroyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.2 Elect Director Onishi, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.3 Elect Director Okamoto, Toshikazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Goto, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Komiyama, Tsukasa Mgmt For For
4.6 Elect Director Sakamoto, Kiyoshi Mgmt For For
4.7 Elect Director Morichi, Takafumi Mgmt For For
4.8 Elect Director Kato, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.9 Elect Director Watanabe, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.10 Elect Director Onishi, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
5 Appoint Alternate Statutory Auditor Kageki, Mgmt For Against Yoichi 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 220 of 278
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Shionogi & Co., Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 4507
Primary ISIN: JP3347200002 Primary SEDOL: 6804682
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 38
2.1 Elect Director Shiono, Motozo Mgmt For For
2.2 Elect Director Teshirogi, Isao Mgmt For For
2.3 Elect Director Sawada, Takuko Mgmt For For
2.4 Elect Director Nomura, Akio Mgmt For For
2.5 Elect Director Mogi, Teppei Mgmt For For
2.6 Elect Director Ando, Keiichi Mgmt For For
3 Appoint Statutory Auditor Hirasawa, Masahide 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.
Showa Denko K.K.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Special Ticker: 4004
Primary ISIN: JP3368000000 Primary SEDOL: 6805469
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Dividend of JPY 30 Mgmt For For
Showa Sangyo Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 2004
Primary ISIN: JP3366400004 Primary SEDOL: 6805607
Page 221 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Showa Sangyo 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 5
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Connection with Reverse Stock Split
3 Amend Articles to Abolish Board Structure with Mgmt For For Statutory Auditors - Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval
4.1 Elect Director Okada, Shigeru Mgmt For For
4.2 Elect Director Niitsuma, Kazuhiko Mgmt For For
4.3 Elect Director Nakamura, Keisuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.4 Elect Director Hinokuma, Keiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.5 Elect Director Tsuchiya, Nobuhito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.6 Elect Director Ota, Takayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.7 Elect Director Kaneko, Toshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.8 Elect Director Yanagiya, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
5.1 Elect Director and Audit Committee Member Mgmt For Against Kasai, Toshio Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
5.2 Elect Director and Audit Committee Member Mgmt For Against Kurihara, Kazuyasu Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
Page 222 of 278
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Showa Sangyo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
5.3 Elect Director and Audit Committee Member Mgmt For Against Miwa, Takashi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent - and companies should strive to make them fully independent.
6 Elect Alternate Director and Audit Committee Mgmt For For Member Takahashi, Yoshiki
7 Approve Compensation Ceiling for Directors Mgmt For For Who Are Not Audit Committee Members
8 Approve Compensation Ceiling for Directors Mgmt For For Who Are Audit Committee Members
9 Approve Equity Compensation 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.
10 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.
SMC Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 6273
Primary ISIN: JP3162600005 Primary SEDOL: 6763965
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 200
2 Amend Articles to Amend Provisions on Number Mgmt For For of Directors
3.1 Elect Director Takada, Yoshiyuki Mgmt For For
3.2 Elect Director Maruyama, Katsunori Mgmt For For
3.3 Elect Director Usui, Ikuji Mgmt For Against
Voter Rationale: We recognise the steps taken by the board to improve governance practices - such as reducing board size. The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Kosugi, Seiji Mgmt For Against
3.5 Elect Director Satake, Masahiko Mgmt For Against
3.6 Elect Director Kuwahara, Osamu Mgmt For Against
Page 223 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
SMC Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.7 Elect Director Takada, Yoshiki Mgmt For Against
3.8 Elect Director Ohashi, Eiji Mgmt For Against
3.9 Elect Director Kaizu, Masanobu Mgmt For For
3.10 Elect Director Kagawa, Toshiharu Mgmt For For
4 Approve Director Retirement Bonus Mgmt For For
Soda Nikka Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8158
Primary ISIN: JP3431400005 Primary SEDOL: 6818810
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Nagasu, Takahiko Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.2 Elect Director Mori, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Hayashi, Tetsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Miyamoto, Takahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Nishijima, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Adachi, Yoshimasa Mgmt For For
1.7 Elect Director Ikeda, Jun Mgmt For For
2.1 Appoint Statutory Auditor Kato, Tadashi 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 Kikuchi, Makoto 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 224 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
SoftBank Group Corp.
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 9984
Primary ISIN: JP3436100006 Primary SEDOL: 6770620
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 22
2.1 Elect Director Son, Masayoshi Mgmt For For
2.2 Elect Director Miyauchi, Ken Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Ronald Fisher Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Marcelo Claure Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Rajeev Misra Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Simon Segars Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Yun Ma Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Yanai, Tadashi Mgmt For For
2.9 Elect Director Nagamori, Shigenobu Mgmt For For
2.10 Elect Director Mark Schwartz Mgmt For For
2.11 Elect Director Yasir O. Al-Rumayyan Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Suzaki, Masato Mgmt For For
3.2 Appoint Statutory Auditor Uno, Soichiro Mgmt For For
3.3 Appoint Statutory Auditor Kubokawa, Hidekazu Mgmt For For
Page 225 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
SoftBank Group Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Approve Stock Option Plan Mgmt For Against
Voter Rationale:
Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, 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.
Sony Corporation
Meeting Date: 06/15/2017 Country: Japan Meeting Type: Annual Ticker: 6758
Primary ISIN: JP3435000009 Primary SEDOL: 6821506
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Hirai, Kazuo Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.2 Elect Director Yoshida, Kenichiro Mgmt For For
1.3 Elect Director Nagayama, Osamu Mgmt For For
1.4 Elect Director Nimura, Takaaki Mgmt For For
1.5 Elect Director Harada, Eiko Mgmt For For
1.6 Elect Director Tim Schaaff Mgmt For For
1.7 Elect Director Matsunaga, Kazuo Mgmt For For
1.8 Elect Director Miyata, Koichi Mgmt For For
1.9 Elect Director John V. Roos Mgmt For For
1.10 Elect Director Sakurai, Eriko Mgmt For For
1.11 Elect Director Minakawa, Kunihito Mgmt For For
1.12 Elect Director Sumi, Shuzo Mgmt For For
2 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.
Page 226 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
SPK Corporation
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 7466
Primary ISIN: JP3163800000 Primary SEDOL: 6806707
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Todoroki, Tomikazu Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.2 Elect Director Akaho, Shinya Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.3 Elect Director Matsumura, Hideki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.4 Elect Director Oki, Kyoichiro Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.5 Elect Director Fujii, Shuji Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
1.6 Elect Director Nishijima, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Sumitomo Bakelite Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 4203
Primary ISIN: JP3409400003 Primary SEDOL: 6858504
Page 227 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sumitomo Bakelite 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 5
2.1 Elect Director Hayashi, Shigeru Mgmt For For
2.2 Elect Director Terasawa, Tsuneo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Muto, Shigeki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Yamawaki, Noboru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Fujiwara, Kazuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Inagaki, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Asakuma, Sumitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Abe, Hiroyuki Mgmt For For
2.9 Elect Director Matsuda, Kazuo Mgmt For For
2.10 Elect Director Ogawa, Ikuzo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Alternate Statutory Auditor Yamagishi, Mgmt For For Kazuhiko
Sumitomo Chemical Co. Ltd.
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 4005
Primary ISIN: JP3401400001 Primary SEDOL: 6858560
Page 228 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sumitomo Chemical Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Ishitobi, Osamu Mgmt For For
1.2 Elect Director Tokura, Masakazu Mgmt For For
1.3 Elect Director Deguchi, Toshihisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Okamoto, Yoshihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Nishimoto, Rei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Nozaki, Kunio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Ueda, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Takeshita, Noriaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Ito, Kunio Mgmt For For
1.10 Elect Director Ikeda, Koichi Mgmt For For
1.11 Elect Director Tomono, Hiroshi Mgmt For For
2 Appoint Statutory Auditor Aso, Mitsuhiro Mgmt For For
Sumitomo Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8053
Primary ISIN: JP3404600003 Primary SEDOL: 6858946
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25
Page 229 of 278
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Sumitomo Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Clarify Director Authority on Mgmt For For Shareholder Meetings - Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings
3.1 Elect Director Omori, Kazuo Mgmt For For
3.2 Elect Director Nakamura, Kuniharu Mgmt For For
3.3 Elect Director Hidaka, Naoki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Iwasawa, Hideki Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Takahata, Koichi Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Tabuchi, Masao Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Tanaka, Yayoi Mgmt For For
3.8 Elect Director Ehara, Nobuyoshi Mgmt For For
3.9 Elect Director Ishida, Koji Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4 Appoint Statutory Auditor Kasama, Haruo Mgmt For For
5 Approve Annual Bonus Mgmt For For
Sumitomo Dainippon Pharma Co., Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 4506
Primary ISIN: JP3495000006 Primary SEDOL: 6250865
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 11
2.1 Elect Director Tada, Masayo Mgmt For For
Page 230 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sumitomo Dainippon Pharma Co., Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Nomura, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Odagiri, Hitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kimura, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Hara, Nobuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Sato, Hidehiko Mgmt For For
2.7 Elect Director Sato, Hiroshi Mgmt For For
2.8 Elect Director Atomi, Yutaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Oe, Yoshinori 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 Nishikawa, Kazuto Mgmt For For
3.3 Appoint Statutory Auditor Fujii, Junsuke 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.
Sumitomo Electric Industries Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 5802
Primary ISIN: JP3407400005 Primary SEDOL: 6858708
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 23
2.1 Elect Director Inoue, Osamu Mgmt For For
Page 231 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sumitomo Electric Industries Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Hato, Hideo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Shirayama, Masaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Appoint Statutory Auditor Hayashi, Akira 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 Watanabe, Katsuaki 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.
4 Approve Annual Bonus Mgmt For For
Sumitomo Mitsui Financial Group, Inc.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8316
Primary ISIN: JP3890350006 Primary SEDOL: 6563024
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 75
2 Amend Articles to Abolish Board Structure with Mgmt For For Statutory Auditors - Adopt Board Structure with Three Committees - Amend Provisions on Director Titles - Indemnify Directors
3.1 Elect Director Miyata, Koichi Mgmt For For
3.2 Elect Director Kunibe, Takeshi Mgmt For For
3.3 Elect Director Takashima, Makoto Mgmt For For
3.4 Elect Director Ogino, Kozo Mgmt For For
3.5 Elect Director Ota, Jun Mgmt For For
3.6 Elect Director Tanizaki, Katsunori Mgmt For For
3.7 Elect Director Yaku, Toshikazu Mgmt For For
3.8 Elect Director Teramoto, Toshiyuki Mgmt For For
Page 232 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sumitomo Mitsui Financial Group, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Mikami, Toru Mgmt For For
3.10 Elect Director Kubo, Tetsuya Mgmt For For
3.11 Elect Director Matsumoto, Masayuki Mgmt For For
3.12 Elect Director Arthur M. Mitchell Mgmt For For
3.13 Elect Director Yamazaki, Shozo Mgmt For For
3.14 Elect Director Kono, Masaharu Mgmt For For
3.15 Elect Director Tsutsui, Yoshinobu Mgmt For For
3.16 Elect Director Shimbo, Katsuyoshi Mgmt For For
3.17 Elect Director Sakurai, Eriko Mgmt For For
Sumitomo Mitsui Trust Holdings, Inc.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8309
Primary ISIN: JP3892100003 Primary SEDOL: 6431897
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 65
2 Amend Articles to Adopt Board Structure with Mgmt For For Three Committees - Amend Provisions on Number of Directors - Indemnify Directors - Reflect Changes in Law
3.1 Elect Director Okubo, Tetsuo Mgmt For For
3.2 Elect Director Araumi, Jiro Mgmt For For
3.3 Elect Director Takakura, Toru Mgmt For For
3.4 Elect Director Hashimoto, Masaru Mgmt For For
3.5 Elect Director Kitamura, Kunitaro Mgmt For For
3.6 Elect Director Tsunekage, Hitoshi Mgmt For For
3.7 Elect Director Yagi, Yasuyuki Mgmt For For
3.8 Elect Director Misawa, Hiroshi Mgmt For For
3.9 Elect Director Shinohara, Soichi Mgmt For For
3.10 Elect Director Suzuki, Takeshi Mgmt For For
Page 233 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sumitomo Mitsui Trust Holdings, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.11 Elect Director Araki, Mikio Mgmt For For
3.12 Elect Director Matsushita, Isao Mgmt For For
3.13 Elect Director Saito, Shinichi Mgmt For For
3.14 Elect Director Yoshida, Takashi Mgmt For For
3.15 Elect Director Kawamoto, Hiroko Mgmt For For
Suruga Bank Ltd.
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 8358
Primary ISIN: JP3411000007 Primary SEDOL: 6864329
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Okano, Mitsuyoshi Mgmt For For
1.2 Elect Director Yoneyama, Akihiro Mgmt For For
1.3 Elect Director Shirai, Toshihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Mochizuki, Kazuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Okazaki, Yoshihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Yagi, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Arikuni, Michio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Yanagisawa, Nobuaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Naruke, Makoto Mgmt For For
Page 234 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Suruga Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.10 Elect Director Ando, Yoshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.11 Elect Director Oishi, Kanoko Mgmt For For
2 Approve Director Retirement Bonus Mgmt For Against
Voter Rationale:
There should be disclosure of the total award of retirement bonuses.
Suzuken Co Ltd
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 9987
Primary ISIN: JP3398000004 Primary SEDOL: 6865560
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Business Lines - Mgmt For For Indemnify Directors - Clarify Provisions on Alternate Statutory Auditors - Indemnify Statutory Auditors
2.1 Elect Director Bessho, Yoshiki Mgmt For For
2.2 Elect Director Miyata, Hiromi Mgmt For For
2.3 Elect Director Asano, Shigeru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Saito, Masao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Izawa, Yoshimichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Tamura, Hisashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Ueda, Keisuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Iwatani, Toshiaki Mgmt For For
2.9 Elect Director Usui, Yasunori Mgmt For For
Page 235 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Suzuken Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3 Appoint Statutory Auditor Takeda, Noriyuki Mgmt For For
4 Appoint Alternate Statutory Auditor Takahashi, Mgmt For For Masahiko
5 Approve Equity Compensation 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.
Suzuki Motor Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 7269
Primary ISIN: JP3397200001 Primary SEDOL: 6865504
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 27
2 Amend Articles to Amend Provisions on Number Mgmt For For of Directors
3.1 Elect Director Suzuki, Osamu Mgmt For For
3.2 Elect Director Harayama, Yasuhito Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Suzuki, Toshihiro Mgmt For For
3.4 Elect Director Nagao, Masahiko Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Matsura, Hiroaki Mgmt For Against
3.6 Elect Director Honda, Osamu Mgmt For Against
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Iguchi, Masakazu Mgmt For For
3.8 Elect Director Tanino, Sakutaro Mgmt For Against
Voter Rationale: Sakutaro Tanino was an audit committee member of Toshiba Corp. when the company's accounting fraud came to light in 2015, and thus his appointment does not appear appropriate.
4 Approve Annual Bonus Mgmt For For
5 Approve Compensation Ceilings for Directors Mgmt For For and Statutory Auditors
Page 236 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Suzuki Motor Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
6 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale: No specific performance hurdles are specified, and the restricted shares vest in less than three years after grant, whether or not the recipients retire from their posts.
Suzumo Machinery Co., Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6405
Primary ISIN: JP3398700009 Primary SEDOL: 6603889
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 15
2.1 Elect Director Oneda, Ikuya Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Suzuki, Minako Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.3 Elect Director Oneda, Tetsuya Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.4 Elect Director Takahashi, Masami Mgmt For For
3 Appoint Alternate Statutory Auditor Yamamoto, Mgmt For For Toshifumi
Sysmex Corp
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 6869
Primary ISIN: JP3351100007 Primary SEDOL: 6883807
Page 237 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Sysmex Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 30
2.1 Elect Director Ietsugu, Hisashi Mgmt For For
2.2 Elect Director Nakajima, Yukio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Asano, Kaoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Tachibana, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Obe, Kazuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Watanabe, Mitsuru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Yamamoto, Junzo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Nishiura, Susumu Mgmt For For
2.9 Elect Director Takahashi, Masayo Mgmt For For
Tachi-S Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 7239
Primary ISIN: JP3465400004 Primary SEDOL: 6869498
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 10
Page 238 of 278
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Tachi-S Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Authorize Internet Disclosure Mgmt For Against of Shareholder Meeting Materials - Clarify Provisions on Alternate Statutory Auditors - Authorize Board to Determine Income Allocation
Voter Rationale:
Excess cash should be returned to shareholders when it is not otherwise invested. Shareholders should retain the right to approve the company's dividend policy.
3.1 Elect Director Nakayama, Taro Mgmt For For
3.2 Elect Director Nogami, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Saito, Kiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Yamamoto, Yuichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Shimazaki, Mitsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Kitsukawa, Michihiro Mgmt For For
3.7 Elect Director Kinoshita, Toshio Mgmt For For
4 Appoint Statutory Auditor Matsuo, Shinsuke Mgmt For For
5 Appoint Alternate Statutory Auditor Kinoshita, Mgmt For For Noriaki
6 Approve Annual Bonus Mgmt For For
TAKAMATSU CONSTRUCTION GROUP
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 1762
Primary ISIN: JP3457900003 Primary SEDOL: 6083135
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Takamatsu, Takayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.2 Elect Director Ogawa, Kanji Mgmt For For
Page 239 of 278
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TAKAMATSU CONSTRUCTION GROUP
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Yoshitake, Nobuhiko Mgmt For For
1.4 Elect Director Takamatsu, Takayoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Kitamura, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Takamatsu, Hirotaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Matsushita, Yoshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Honoki, Yoshio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Ishida, Masaru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.10 Elect Director Ichiki, Ryoji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.11 Elect Director Takamatsu, Takatoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.12 Elect Director Ueno, Yasunobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.13 Elect Director Hagiwara, Toshitaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.14 Elect Director Nishide, Masahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.15 Elect Director Aoyama, Shigehiro Mgmt For For
1.16 Elect Director Takamatsu, Hideyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 240 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
TAKAMATSU CONSTRUCTION GROUP
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Appoint Statutory Auditor Shibata, Koji 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.
TAKE AND GIVE NEEDS CO. LTD.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4331
Primary ISIN: JP3539350003 Primary SEDOL: 6421519
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Business Lines Mgmt For For
2.1 Elect Director Nojiri, Yoshitaka Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Iwase, Kenji Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.3 Elect Director Tanida, Masahiro Mgmt For For
2.4 Elect Director Hotta, Kazunori Mgmt For For
2.5 Elect Director Akiyama, Susumu Mgmt For For
2.6 Elect Director Sasaki, Komei Mgmt For For
Tamura Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 6768
Primary ISIN: JP3471000004 Primary SEDOL: 6871040
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2.1 Elect Director Tamura, Naoki Mgmt For For
Page 241 of 278
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Tamura Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.2 Elect Director Asada, Masahiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Guohua Li Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Minomiya, Takeo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Ishikawa, Shigeaki Mgmt For For
2.6 Elect Director Nanjo, Norihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Saito, Shoichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Hashiguchi, Yusaku Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Approve Deep Discount 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.
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.
Tayca Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 4027
Primary ISIN: JP3539300008 Primary SEDOL: 6880864
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 6 Voter Rationale:
Shareholders should have the right to elect directors annually in order to hold them to account.
Page 242 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Tayca Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3 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.
TDK Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6762
Primary ISIN: JP3538800008 Primary SEDOL: 6869302
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 60
2.1 Elect Director Kamigama, Takehiro Mgmt For For
2.2 Elect Director Ishiguro, Shigenao Mgmt For For
2.3 Elect Director Yamanishi, Tetsuji Mgmt For For
2.4 Elect Director Osaka, Seiji Mgmt For For
2.5 Elect Director Sumita, Makoto Mgmt For For
2.6 Elect Director Yoshida, Kazumasa Mgmt For For
2.7 Elect Director Ishimura, Kazuhiko Mgmt For For
Techno Ryowa Limited
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 1965
Primary ISIN: JP3545040002 Primary SEDOL: 6878933
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 11
Page 243 of 278
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Techno Ryowa Limited
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2 Amend Articles to Adopt Board Structure with Mgmt For For Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Indemnify Directors
3.1 Elect Director Kuroda, Hidehiko Mgmt For For
3.2 Elect Director Iida, Ryosuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.3 Elect Director Chiken, Motohito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Suzuki, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Negishi, Takao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Kusumoto, Kaoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.1 Elect Director and Audit Committee Member Mgmt For Against Saika, Junji Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
4.2 Elect Director and Audit Committee Member Mgmt For Against Oguri, Akio Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
4.3 Elect Director and Audit Committee Member Mgmt For Against Homma, Masahiro Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity. Furthermore, the audit committee should be majority independent – and companies should strive to make them fully independent.
5 Elect Alternate Director and Audit Committee Mgmt For For Member Mitsumori, Satoru
6 Approve Compensation Ceiling for Directors Mgmt For For Who Are Not Audit Committee Members
7 Approve Compensation Ceiling for Directors Mgmt For For Who Are Audit Committee Members
8 Approve Annual Bonus Mgmt For For
Page 244 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Teijin Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 3401
Primary ISIN: JP3544000007 Primary SEDOL: 6880507
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Oyagi, Shigeo Mgmt For For
1.2 Elect Director Suzuki, Jun Mgmt For For
1.3 Elect Director Yamamoto, Kazuhiro Mgmt For For
1.4 Elect Director Uno, Hiroshi Mgmt For For
1.5 Elect Director Takesue, Yasumichi Mgmt For For
1.6 Elect Director Sonobe, Yoshihisa Mgmt For For
1.7 Elect Director Iimura, Yutaka Mgmt For For
1.8 Elect Director Seki, Nobuo Mgmt For For
1.9 Elect Director Seno, Kenichiro Mgmt For For
1.10 Elect Director Otsubo, Fumio Mgmt For For
2 Appoint Statutory Auditor Nakayama, Hitomi Mgmt For For
T-Gaia Corporation
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 3738
Primary ISIN: JP3893700009 Primary SEDOL: 6744670
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 26
2 Amend Articles to Amend Business Lines - Mgmt For For Clarify Director Authority on Board Meetings
3.1 Elect Director Shibuya, Toshifumi Mgmt For For
3.2 Elect Director Kanaji, Nobutaka Mgmt For For
3.3 Elect Director Tada, Soichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 245 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
T-Gaia Corporation
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Konda, Tsuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Koike, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Fukuoka, Tetsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Atarashi, Masami Mgmt For For
3.8 Elect Director Asaba, Toshiya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Deguchi, Kyoko Mgmt For For
4.1 Appoint Statutory Auditor Kaba, Toshiro Mgmt For For
4.2 Appoint Statutory Auditor Kitagawa, Tetsuo Mgmt For For
5 Appoint Alternate Statutory Auditor Ikadai, Mgmt For For Makoto
TIS Inc.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 3626
Primary ISIN: JP3104890003 Primary SEDOL: B2Q4CR0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 24
2.1 Elect Director Maenishi, Norio Mgmt For For
2.2 Elect Director Kuwano, Toru Mgmt For For
2.3 Elect Director Nishida, Mitsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Yanai, Josaku Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 246 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
TIS Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.5 Elect Director Kanaoka, Katsuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Kusaka, Shigeki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Suzuki, Yoshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Ishigaki, Yoshinobu Mgmt For For
2.9 Elect Director Sano, Koichi Mgmt For For
2.10 Elect Director Tsuchiya, Fumio Mgmt For For
Toa Road Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 1882
Primary ISIN: JP3558000000 Primary SEDOL: 6894586
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 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3.1 Elect Director Morishita, Kyoichi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
3.2 Elect Director Maruo, Kazuhiro Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
3.3 Elect Director Takeuchi, Yoshihiko Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 247 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Toa Road Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Horinouchi, Satoru Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
3.5 Elect Director Asai, Toshio Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
3.6 Elect Director Takano, Kenji Mgmt For For
Tochigi Bank Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8550
Primary ISIN: JP3627800000 Primary SEDOL: 6893550
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 4.5
2.1 Elect Director Kuromoto, Junnosuke Mgmt For For
2.2 Elect Director Arai, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Inomata, Yoshifumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Shimoyama, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Ihashi, Yoshikazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 248 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Toho Holdings Co Ltd
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8129
Primary ISIN: JP3602600003 Primary SEDOL: 6895556
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Amend Provisions on Director Mgmt For For Titles - Reflect Changes in Law
2.1 Elect Director Hamada, Norio Mgmt For For
2.2 Elect Director Kono, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Kato, Katsuya Mgmt For For
2.4 Elect Director Morikubo, Mitsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Homma, Toshio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Matsutani, Takeo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Edahiro, Hiromi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Naito, Atsuko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Udo, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Umada, Akira Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Takeda, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Matsutani, Takaaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 249 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Toho Holdings Co Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.13 Elect Director Fujimoto, Shigeru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.14 Elect Director Watanabe, Shunsuke Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.15 Elect Director Murayama, Shosaku Mgmt For For
2.16 Elect Director Nagasawa, Toru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Approve Equity Compensation Plan Mgmt For Against
Voter Rationale:
Share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. Furthermore, 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.
Tokio Marine Holdings, Inc.
Meeting Date: 06/26/2017 Country: Japan Meeting Type: Annual Ticker: 8766
Primary ISIN: JP3910660004 Primary SEDOL: 6513126
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 72.5
2.1 Elect Director Sumi, Shuzo Mgmt For For
2.2 Elect Director Nagano, Tsuyoshi Mgmt For For
2.3 Elect Director Fujii, Kunihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Ishii, Ichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Fujita, Hirokazu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 250 of 278
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Tokio Marine Holdings, Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Yuasa, Takayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kitazawa, Toshifumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Mimura, Akio Mgmt For For
2.9 Elect Director Sasaki, Mikio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Egawa, Masako Mgmt For For
2.11 Elect Director Iwasaki, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Mitachi, Takashi Mgmt For For
2.13 Elect Director Nakazato, Katsumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Tokyo Broadcasting System Holdings Inc
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 9401
Primary ISIN: JP3588600001 Primary SEDOL: 6894166
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 17
2.1 Elect Director Inoue, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.2 Elect Director Ishihara, Toshichika Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.3 Elect Director Takeda, Shinji Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
Page 251 of 278
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Tokyo Broadcasting System Holdings Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.4 Elect Director Sasaki, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Kawai, Toshiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Sugai, Tatsuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Tsumura, Akio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Yoshida, Yasushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Kokubu, Mikio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Sonoda, Ken Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.11 Elect Director Aiko, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.12 Elect Director Nakao, Masashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.13 Elect Director Isano, Hideki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.14 Elect Director Utsuda, Shoei Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.15 Elect Director Asahina, Yutaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.16 Elect Director Ishii, Tadashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Tokyo Broadcasting System Holdings Inc
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.17 Elect Director Mimura, Keiichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Tokyo Electric Power Co Holdings Inc.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 9501
Primary ISIN: JP3585800000 Primary SEDOL: 6895404
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Annen, Junji Mgmt For For
1.2 Elect Director Utsuda, Shoei Mgmt For For
1.3 Elect Director Kaneko, Yoshinori Mgmt For For
1.4 Elect Director Kawasaki, Toshihiro Mgmt For For
1.5 Elect Director Kawamura, Takashi Mgmt For For
1.6 Elect Director Kunii, Hideko Mgmt For For
1.7 Elect Director Kobayakawa, Tomoaki Mgmt For For
1.8 Elect Director Takaura, Hideo Mgmt For For
1.9 Elect Director Taketani, Noriaki Mgmt For For
1.10 Elect Director Toyama, Kazuhiko Mgmt For For
1.11 Elect Director Nishiyama, Keita Mgmt For For
1.12 Elect Director Makino, Shigenori Mgmt For For
1.13 Elect Director Moriya, Seiji Mgmt For For
2 Amend Articles to Resume Nuclear Power SH Against Against Generation Early to Reduce Carbon Dioxide Emission, while Maintaining Profitability Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The utility has already worked to resume nuclear power generation early to reduce carbon dioxide emissions, while maintaining profitability and therefore, the proposed language is redundant in a sense, and is meaningless to be incorporated into the articles.
3.1 Appoint Shareholder Director Nominee Murata, SH Against Against Haruki Voter Rationale:
A vote AGAINST this nominee is recommended because:- The proponent has failed to sufficiently detail the contributions the dissident nominee would make to board oversight of management.
Page 253 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Tokyo Electric Power Co Holdings Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.2 Appoint Shareholder Director Nominee SH Against Against Higashikawa, Tadashi Voter Rationale:
A vote AGAINST this nominee is recommended because:- The proponent has failed to sufficiently detail the contributions the dissident nominee would make to board oversight of management.
4 Amend Articles to Dispose of TEPCO Power SH Against Against Grid, Inc Voter Rationale:
A vote AGAINST this proposal is recommended because:- The proponents fail to present strong arguments on why the disposal of TEPCO Power Grid should increase shareholder value of the utility.- The proposed action of this kind is best left to management under appropriate board supervision, rather than leaving it to a shareholder referendum.
5 Amend Articles to Apply Impairment Accounting SH Against Against to Kashiwazaki-Kariwa Nuclear Power Station
Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed action of this kind is best left to management under appropriate board supervision, rather than leaving it to a shareholder referendum.
6 Amend Articles to Add Provisions on SH Against Against Reactor-Decommissioning Research Facilities Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed action is of a kind best left to management under appropriate board supervision, rather than leaving it to a shareholder referendum.
7 Amend Articles to Require Audit Committee to SH Against For Be Composed Entirely of Outside Directors Voter Rationale:
A vote FOR this proposal is recommended because:- The proposed amendment is expected to improve audit quality by ensuring that the company's audit committee be composed entirely of outside directors.
8 Amend Articles to Conclude Safety Agreements SH Against Against with Local Public Authorities Concerning Nuclear Accident Evacuation Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed action is of a kind best left to management under appropriate board supervision, rather than leaving it to a shareholder referendum.
9 Amend Articles to Add Provisions on Evacuation SH Against Against Drills with Nuclear Accident Scenario
Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed action of this kind is best left to management under appropriate board supervision, rather than leaving it to a shareholder referendum.
10 Amend Articles to Establish Nuclear Disaster SH Against Against Recuperation Fund Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed action is of a kind best left to management under appropriate board supervision, rather than leaving it to a shareholder referendum.
11 Amend Articles to Provide Recuperation for SH Against Against Workers at Fukushima Nuclear Power Station Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed action of this kind is best left to management under appropriate board supervision, rather than leaving it to a shareholder referendum.
12 Amend Articles to Verify Soundness of Reactor SH Against Against Pressure Vessels at Kashiwazaki-Kariwa Nuclear Power Station Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proposed action is of a kind best left to management under appropriate board supervision, rather than leaving it to a shareholder referendum.
Page 254 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Tokyo Steel Mfg. Co. Ltd.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 5423
Primary ISIN: JP3579800008 Primary SEDOL: 6895879
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2.1 Elect Director Nishimoto, Toshikazu Mgmt For For
2.2 Elect Director Imamura, Kiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Adachi, Toshio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Nara, Nobuaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Komatsuzaki, Yuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Kokumai, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Kojima, Kazuhito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Asai, Takafumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.1 Elect Director and Audit Committee Member Mgmt For Against Kawamoto, Hiromi Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.2 Elect Director and Audit Committee Member Mgmt For For Matsumura, Tatsuhiko
3.3 Elect Director and Audit Committee Member Mgmt For For Nomoto, Minatsu
4 Elect Alternate Director and Audit Committee Mgmt For For Member Kanda, Fumihiro
Page 255 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
TOLI Corporation
Meeting Date: 06/21/2017 Country: Japan Meeting Type: Annual Ticker: 7971
Primary ISIN: JP3620600001 Primary SEDOL: 6900342
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 8
2.1 Elect Director Suzuki, Jun Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.2 Elect Director Tokushima, Hiroyasu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Amano, Hirofumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Imazaki, Yasuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Tomita, Yoshiro Mgmt For For
TOMONY Holdings,Inc.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8600
Primary ISIN: JP3631700006 Primary SEDOL: B6391L3
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 4
2 Amend Articles to Amend Business Lines Mgmt For For
3.1 Elect Director Kakiuchi, Shinichi Mgmt For For
3.2 Elect Director Toyama, Seiji Mgmt For For
3.3 Elect Director Yoshida, Masaaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 256 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
TOMONY Holdings,Inc.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.4 Elect Director Nakamura, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Gamo, Yoshifumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Kakuda, Masaya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Fujii, Hitomi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Yokote, Toshio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Yoshioka, Hiromi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Honda, Noritaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Mori, Shinichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.1 Elect Director and Audit Committee Member Mgmt For For Tada, Katsura
4.2 Elect Director and Audit Committee Member Mgmt For Against Onishi, Toshiya Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.3 Elect Director and Audit Committee Member Mgmt For For Ohira, Noboru
5 Elect Alternate Director and Audit Committee Mgmt For For Member Hashimoto, Masashi
6 Abolish Equity-Based Compensation for SH Against Against Directors Voter Rationale:
A vote AGAINST this shareholder proposal is recommended because:- The proponent provides no persuasive argument to justify the proposal.- Shareholder interests would not be served by avoiding consideration of compensation that rewards board and executive contributions to corporate value.
7 Remove Director Shinichi Kakiuchi from Office SH Against Against
Voter Rationale:
A vote AGAINST this proposal is recommended because:- The dissident's motivations are unclear and he fails to make a case for the chairman's ouster.- His claim that Kakiuchi effectively acted to enrich cronies to the detriment of shareholders is poorly supported.
Page 257 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Topcon Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 7732
Primary ISIN: JP3630400004 Primary SEDOL: 6894241
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Hirano, Satoshi Mgmt For For
1.2 Elect Director Iwasaki, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Eto, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Fukuma, Yasufumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Akiyama, Haruhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Yamazaki, Takayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Matsumoto, Kazuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Sudo, Akira Mgmt For For
2 Appoint Alternate Statutory Auditor Kadota, Mgmt For For Takeshi
3 Approve Compensation Ceiling for Directors Mgmt For For
4 Approve Deep Discount Stock Option Plan Mgmt For For
Toshiba Tec Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 6588
Primary ISIN: JP3594000006 Primary SEDOL: 6894887
Page 258 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Toshiba Tec Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Ikeda, Takayuki Mgmt For For
1.2 Elect Director Sakabe, Masatsugu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Tangoku, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Matsumoto, Toshifumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Yajima, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Inoue, Yukio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Akiba, Shinichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Kuwahara, Michio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Nagase, Shin Mgmt For For
1.10 Elect Director Yamaguchi, Naohiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2 Appoint Statutory Auditor Sato, Yoshinari Mgmt For For
3 Appoint Alternate Statutory Auditor Sagaya, Mgmt For For Tsuyoshi
Tosoh Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 4042
Primary ISIN: JP3595200001 Primary SEDOL: 6900289
Page 259 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Tosoh Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
2.1 Elect Director Yamamoto, Toshinori Mgmt For For
2.2 Elect Director Tashiro, Katsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Nishizawa, Keiichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Kawamoto, Koji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Murashige, Nobuaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Yamada, Masayuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Tsutsumi, Shingo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Ikeda, Etsuya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.9 Elect Director Abe, Tsutomu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.10 Elect Director Ogawa, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3 Appoint Statutory Auditor Ito, Sukehiro Mgmt For For
4.1 Appoint Alternate Statutory Auditor Tanaka, Mgmt For For Yasuhiko
4.2 Appoint Alternate Statutory Auditor Nagao, Mgmt For For Kenta
Page 260 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Towa Bank Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 8558
Primary ISIN: JP3622400004 Primary SEDOL: 6897905
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
Annual Meeting Agenda Mgmt
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 3
2 Approve Reverse Stock Split Mgmt For Against
Voter Rationale: A vote AGAINST this proposal is warranted because:* The proposal to effectively increase authorized capital will give the company too much leeway for future share issuances.
3 Amend Articles to Effectively Increase Mgmt For Against Authorized Capital - Reduce Share Trading Unit
Voter Rationale: A vote AGAINST this proposal is warranted because:* The proposal to effectively increase authorized capital will give the company too much leeway for future share issuances.
4.1 Elect Director Yoshinaga, Kunimitsu Mgmt For For
4.2 Elect Director Osawa, Kiyomi Mgmt For For
4.3 Elect Director Ebara, Hiroshi Mgmt For For
4.4 Elect Director Sakurai, Hiroyuki Mgmt For For
4.5 Elect Director Kon, Masayuki Mgmt For For
4.6 Elect Director Inaba, Nobuko Mgmt For For
5 Appoint Statutory Auditor Sekine, Masahiro Mgmt For For
6 Appoint Alternate Statutory Auditor Hamba, Shu Mgmt For For
Class Meeting Agenda for Common Mgmt Shareholders
7 Approve Reverse Stock Split Mgmt For Against
Voter Rationale: A vote AGAINST this proposal is warranted because:* The proposal to effectively increase authorized capital will give the company too much leeway for future share issuances.
8 Amend Articles to Effectively Increase Mgmt For Against Authorized Capital - Reduce Share Trading Unit
Voter Rationale: A vote AGAINST this proposal is warranted because:* The proposal to effectively increase authorized capital will give the company too much leeway for future share issuances.
Page 261 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Toyo Kohan Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 5453
Primary ISIN: JP3610200002 Primary SEDOL: 6900160
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 5
2.1 Elect Director Sumida, Hirohiko Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
2.2 Elect Director Miyaji, Masafumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Tanabe, Toshiyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Moriga, Toshinori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Nakano, Kazunori Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Fujii, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Hayashi, Yoshiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.8 Elect Director Someya, Ryo Mgmt For For
2.9 Elect Director Maida, Norimasa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Toyo Machinery & Metal Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 6210
Primary ISIN: JP3609000009 Primary SEDOL: 6899848
Page 262 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Toyo Machinery & Metal Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Sogame, Kazunori Mgmt For For
1.2 Elect Director Sano, Mitsuru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.3 Elect Director Kunimatsu, Kiyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Sunamoto, Kazumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Mori, Katsumi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Tabata, Yoshiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Aoyama, Masaki Mgmt For For
1.8 Elect Director Ichihashi, Ken Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2 Appoint Statutory Auditor Fujimoto, Takayuki Mgmt For For
3.1 Appoint Alternate Statutory Auditor Hara, Mgmt For For Keisuke
3.2 Appoint Alternate Statutory Auditor Okamoto, Mgmt For For Mitsuhiro
4 Approve Compensation Ceiling for Directors Mgmt For For
Toyo Securities Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8614
Primary ISIN: JP3611800008 Primary SEDOL: 6900234
Page 263 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Toyo Securities Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Hamba, Hiroaki Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.2 Elect Director Kuwahara, Yoshiaki Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.3 Elect Director Nawata, Masato Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Okada, Nobuyoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Suzuki, Mahito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Ishioka, Manabu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Kobayashi, Yukiko Mgmt For For
1.8 Elect Director Tanimoto, Michihisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.1 Appoint Statutory Auditor Hosoda, Nobuyuki 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 Tsukamoto, Makoto 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.
Toyota Motor Corp.
Meeting Date: 06/14/2017 Country: Japan Meeting Type: Annual Ticker: 7203
Primary ISIN: JP3633400001 Primary SEDOL: 6900643
Page 264 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Toyota Motor Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Uchiyamada, Takeshi Mgmt For For
Voter Rationale: We welcome the key steps taken by the board to reduce overall board size and to increase the proportion of external directors on the board. In the coming years, we encourage the company to increase the proportion of independent directors as opposed to those with affiliation to the company.
1.2 Elect Director Hayakawa, Shigeru Mgmt For For
1.3 Elect Director Toyoda, Akio Mgmt For For
1.4 Elect Director Didier Leroy Mgmt For For
1.5 Elect Director Terashi, Shigeki Mgmt For For
1.6 Elect Director Nagata, Osamu Mgmt For For
1.7 Elect Director Uno, Ikuo Mgmt For For
1.8 Elect Director Kato, Haruhiko Mgmt For For
1.9 Elect Director Mark T. Hogan Mgmt For For
2 Appoint Alternate Statutory Auditor Sakai, Ryuji Mgmt For For
3 Approve Annual Bonus Mgmt For For
4 Approve Compensation Ceiling for Directors Mgmt For For
Toyota Tsusho Corp.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 8015
Primary ISIN: JP3635000007 Primary SEDOL: 6900580
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 39
2 Amend Articles to Clarify Director Authority on Mgmt For For Shareholder Meetings - Amend Provisions on Number of Directors - Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings
3.1 Elect Director Ozawa, Satoshi Mgmt For For
3.2 Elect Director Karube, Jun Mgmt For For
Page 265 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Toyota Tsusho Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.3 Elect Director Yokoi, Yasuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Yamagiwa, Kuniaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Matsudaira, Soichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Oi, Yuichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Nagai, Yasuhiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Tominaga, Hiroshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Iwamoto, Hideyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Takahashi, Jiro Mgmt For For
3.11 Elect Director Kawaguchi, Yoriko Mgmt For For
3.12 Elect Director Fujisawa, Kumi Mgmt For For
4 Approve Annual Bonus Mgmt For For
5 Approve Compensation Ceiling for Directors Mgmt For For
Tsukuba Bank Ltd
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8338
Primary ISIN: JP3231000005 Primary SEDOL: 6483638
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Ueki, Makoto Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
Page 266 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Tsukuba Bank Ltd
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.2 Elect Director Fujikawa, Masami Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.3 Elect Director Takahashi, Nobuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Ochi, Satoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Ikuta, Masahiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Shinohara, Satoru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Kimura, Ichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Seo, Tatsuro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Tsutsumi, Yoshio Mgmt For For
1.10 Elect Director Yokoi, Norie Mgmt For For
2 Appoint Statutory Auditor Ozaki, Satoshi 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.
Tv Tokyo Holdings Corp
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 9413
Primary ISIN: JP3547060008 Primary SEDOL: B63KM13
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 25
2 Amend Articles to Clarify Director Authority on Mgmt For For Board Meetings
Page 267 of 278
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Tv Tokyo Holdings Corp
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.1 Elect Director Takahashi, Yuichi Mgmt For For
3.2 Elect Director Komago, Shigeru Mgmt For For
3.3 Elect Director Tamura, Akihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Ishikawa, Ichiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Miyata, Suzuko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Hirose, Kazuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Kamiya, Yuji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Matsushita, Hiroyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.9 Elect Director Takeda, Yasutaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Endo, Yasushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Kita, Tsuneo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.12 Elect Director Ohashi, Yoji 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.
3.13 Elect Director Iwasa, Hiromichi Mgmt For For
4.1 Appoint Statutory Auditor Murata, Ichiro Mgmt For For
4.2 Appoint Statutory Auditor Matsuo, Kunihiro Mgmt For For
5 Approve Annual Bonus Mgmt For For
Page 268 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Ube Industries Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 4208
Primary ISIN: JP3158800007 Primary SEDOL: 6910705
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 Approve Reverse Stock Split to Comply with Mgmt For For Exchange Mandate and Decrease Authorized Capital in Proportion to Reverse Stock Split
3.1 Elect Director Takeshita, Michio Mgmt For For
3.2 Elect Director Yamamoto, Yuzuru Mgmt For For
3.3 Elect Director Sugishita, Hideyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Matsunami, Tadashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Kusama, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Terui, Keiko Mgmt For For
3.7 Elect Director Shoda, Takashi Mgmt For For
3.8 Elect Director Kageyama, Mahito Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
4.1 Appoint Statutory Auditor Yamamoto, Atsushi Mgmt For For
4.2 Appoint Statutory Auditor Ochiai, Seiichi Mgmt For For
5 Appoint Alternate Statutory Auditor Koriya, Mgmt For For Daisuke
Unipres Corp.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 5949
Primary ISIN: JP3952550006 Primary SEDOL: 6985695
Page 269 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Unipres Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 27.5
2.1 Elect Director Yoshizawa, Masanobu Mgmt For For
2.2 Elect Director Asahi, Shigeru Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Shizuta, Atsushi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Watanabe, Toshiya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Shimada, Yoshiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Xebio Holdings Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 8281
Primary ISIN: JP3428800001 Primary SEDOL: 6984948
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Morohashi, Tomoyoshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
1.2 Elect Director Kitazawa, Takeshi Mgmt For For
1.3 Elect Director Yashiro, Masatake Mgmt For For
1.4 Elect Director Ishiwata, Gaku Mgmt For For
1.5 Elect Director Ota, Michihiko Mgmt For For
2 Appoint Statutory Auditor Takaku, Toshio Mgmt For For
3 Appoint Alternate Statutory Auditor Kanno, Mgmt For For Hitoshi
Page 270 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Xebio Holdings Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
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.
Yachiyo Industry Co. Ltd.
Meeting Date: 06/23/2017 Country: Japan Meeting Type: Annual Ticker: 7298
Primary ISIN: JP3933000006 Primary SEDOL: 6984711
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 Yamaguchi, Jiro Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Ota, Yasushi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.3 Elect Director Kitamura, Tetsuya Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.4 Elect Director Ozeki, Kenichi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.5 Elect Director Matsubara, Yoshiki Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 271 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Yachiyo Industry Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.6 Elect Director Fujimoto, Tomohiro Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.7 Elect Director Yokose, Tsutomu Mgmt For For
3.1 Appoint Statutory Auditor Yamamuro, Megumi Mgmt For For
3.2 Appoint Statutory Auditor Muramatsu, Mgmt For For Masanobu
Yamabiko Corp.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 6250
Primary ISIN: JP3943000004 Primary SEDOL: B3FD1T0
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Amend Articles to Change Fiscal Year End Mgmt For For
2.1 Elect Director Nagao, Yoshiaki Mgmt For For
2.2 Elect Director Tasaki, Takanobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.3 Elect Director Maeda, Katsuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.4 Elect Director Takahashi, Isao Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.5 Elect Director Ito, Makoto Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.6 Elect Director Hayashi, Tomohiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2.7 Elect Director Saito, Kiyoshi Mgmt For For
2.8 Elect Director Yamashita, Tetsuo Mgmt For For
3 Appoint Statutory Auditor Sano, Koji Mgmt For For
Page 272 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Yamabiko Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
4 Appoint Alternate Statutory Auditor Kaimori, Mgmt For For Hiroshi
Yamanashi Chuo Bank Ltd.
Meeting Date: 06/27/2017 Country: Japan Meeting Type: Annual Ticker: 8360
Primary ISIN: JP3942000005 Primary SEDOL: 6985361
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 4.5
2 Amend Articles to Reduce Directors' Term Mgmt For For
3.1 Elect Director Shindo, Nakaba Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.2 Elect Director Seki, Mitsuyoshi Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance.
3.3 Elect Director Tanabe, Kimihisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Miyake, Tatsuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Asakawa, Fumiaki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Kitta, Kazuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Nakajima, Takeshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.8 Elect Director Yoshizawa, Hisanobu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 273 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Yamanashi Chuo Bank Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
3.9 Elect Director Yanada, Hirohiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.10 Elect Director Asai, Kimihiro Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.11 Elect Director Osada, Yukio Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.12 Elect Director Fujita, Yutaka Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.13 Elect Director Tanaka, Norihiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.14 Elect Director Masukawa, Michio Mgmt For For
3.15 Elect Director Kano, Riyo Mgmt For For
Yamato Kogyo Co. Ltd.
Meeting Date: 06/29/2017 Country: Japan Meeting Type: Annual Ticker: 5444
Primary ISIN: JP3940400009 Primary SEDOL: 6985446
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, With a Final Mgmt For For Dividend of JPY 25
2.1 Elect Director Inoue, Hiroyuki Mgmt For Against
Voter Rationale:
Top management is responsible for the company's unfavourable ROE performance. Furthermore, the board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.2 Elect Director Nakaya, Kengo Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
Page 274 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Yamato Kogyo Co. Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
2.3 Elect Director Kohata, Katsumasa Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.4 Elect Director Damri Tunshevavong Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.5 Elect Director Yasufuku, Takenosuke Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.6 Elect Director Maruyama, Motoyoshi Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
2.7 Elect Director Tsukamoto, Kazuhiro Mgmt For Against
Voter Rationale:
The board should recruit two outside directors as a key step to broaden and diversify board discussion. The Japanese Corporate Governance Code recommends listed companies have at least two independent directors on the board. The boards should strive to establish one-third independence to ensure appropriate balance of independence and objectivity. If the company does not comply, the board should explain to shareholders why it has not recruited an outside director.
3 Approve Bonus Related to Retirement Bonus Mgmt For Against System Abolition 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.
4 Approve Compensation Ceilings for Directors Mgmt For For and Statutory Auditors
Yamazen Corp.
Meeting Date: 06/28/2017 Country: Japan Meeting Type: Annual Ticker: 8051
Primary ISIN: JP3936800006 Primary SEDOL: 6985587
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Nakata, Meguru Mgmt For For
1.2 Elect Director Nagao, Yuji Mgmt For For
Page 275 of 278
The SEI Japan Equity Fund All Votes Report
Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Yamazen Corp.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Kakegawa, Takashi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Aso, Taichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Noumi, Toshiyasu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Ebata, Kazuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Matsui, Hitoshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.8 Elect Director Ueno, Koshi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.9 Elect Director Sasaki, Kimihisa Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.10 Elect Director Goshi, Kenji Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
2 Approve Director Retirement Bonus Mgmt For For
Yellow Hat Ltd.
Meeting Date: 06/22/2017 Country: Japan Meeting Type: Annual Ticker: 9882
Primary ISIN: JP3131350005 Primary SEDOL: 6753591
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.1 Elect Director Horie, Yasuo Mgmt For For
1.2 Elect Director Shiraishi, Tadasu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 276 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Yellow Hat Ltd.
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1.3 Elect Director Sato, Kazuyuki Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.4 Elect Director Nagasawa, Ryuichi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.5 Elect Director Kimura, Yoshimi Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.6 Elect Director Minatani, Hidemitsu Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
1.7 Elect Director Saito, Shiro Mgmt For For
2.1 Appoint Statutory Auditor Irie, Yoshikazu 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 Hattori, Hisao 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.
ZENKOKU HOSHO Co., Ltd.
Meeting Date: 06/16/2017 Country: Japan Meeting Type: Annual Ticker: 7164
Primary ISIN: JP3429250008 Primary SEDOL: B92MT10
Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction
1 Approve Allocation of Income, with a Final Mgmt For For Dividend of JPY 62
Zenrin Co. Ltd.
Meeting Date: 06/16/2017 Country: Japan Meeting Type: Annual Ticker: 9474
Primary ISIN: JP3430400006 Primary SEDOL: 6991120
Page 277 of 278
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Vote Summary Report Date range covered: 04/01/2017 to 06/30/2017
Zenrin 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 17.5
2 Amend Articles to Amend Business Lines Mgmt For For
3.1 Elect Director Osako, Masao Mgmt For For
3.2 Elect Director Takayama, Zenshi Mgmt For For
3.3 Elect Director Amita, Junya Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.4 Elect Director Kashiwagi, Jun Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.5 Elect Director Osako, Masuo Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.6 Elect Director Shimizu, Tatsuhiko Mgmt For Against
Voter Rationale:
The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
3.7 Elect Director Shiotsugu, Kiyoaki Mgmt For For
Page 278 of 278
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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. BMO Global Asset Management may from time to time deal in investments that may be mentioned herein on behalf of their clients. © 2015 BMO Global Asset Management. All rights reserved. BMO Global Asset Management is a trading name of F&C Management Limited, which is authorised and regulated by the Financial Conduct Authority.