Voting July 2018
Schroders is required to publish records of voting in order to achieve compliance with the UK Stewardship Code. According, voting in accordance with our house policy is set out on the following pages. Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
City Union Bank Ltd
Meeting Date: 07/01/2018 Country: India Meeting Type: Special Ticker: 532210
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Issuance of Bonus Shares For For
Braemar Hotels & Resorts, Inc.
Meeting Date: 07/03/2018 Country: USA Meeting Type: Annual Ticker: BHR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Monty J. Bennett For For
1.2 Elect Director Stefani D. Carter For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent Governance Committee members Stefani Carter and Matthew Rinaldi for a material governance failure. The company's governing documents prohibit or restrict shareholders' ability to amend the company bylaws.
1.3 Elect Director Kenneth H. Fearn For For
1.4 Elect Director Curtis B. McWilliams For For
1.5 Elect Director Matthew D. Rinaldi For Withhold
Blended Rationale: WITHHOLD votes are warranted for incumbent Governance Committee members Stefani Carter and Matthew Rinaldi for a material governance failure. The company's governing documents prohibit or restrict shareholders' ability to amend the company bylaws.
1.6 Elect Director Abteen Vaziri For For
2 Ratify BDO USA, LLP as Auditors For For
PVR Limited
Meeting Date: 07/03/2018 Country: India Meeting Type: Special Ticker: PVR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Increase in Borrowing Powers For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
PVR Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Blended Rationale: A vote FOR these resolutions is warranted given that the proposed debt limit is within a reasonable range.
2 Approve Pledging of Assets for Debt For For
Blended Rationale: A vote FOR these resolutions is warranted given that the proposed debt limit is within a reasonable range.
3 Approve Issuance of Non-Convertible For For Debentures on Private Placement Basis
4 Approve Increase in Limit on Foreign For For Shareholdings
5 Approve Reappointment and Remuneration of For For Ajay Bijli as Chairman and Managing Director
Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues concerning the nominees and their remuneration.
6 Approve Reappointment and Remuneration of For For Sanjeev Kumar as Joint Managing Director
Blended Rationale: A vote FOR these resolutions is warranted given the absence of any known issues concerning the nominees and their remuneration.
NewRiver REIT plc
Meeting Date: 07/04/2018 Country: Guernsey Meeting Type: Annual Ticker: NRR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Re-elect Paul Roy as Director For For
Blended Rationale: A vote FOR the re-election of Paul Roy, David Lockhart, Allan Lockhart, Mark Davies, Kay Chaldecott, and Alastair Miller and the election of Baroness Margaret Ford (Ford of Cunninghame) is warranted because no significant concerns have been identified.
4 Re-elect David Lockhart as Director For For
Blended Rationale: A vote FOR the re-election of Paul Roy, David Lockhart, Allan Lockhart, Mark Davies, Kay Chaldecott, and Alastair Miller and the election of Baroness Margaret Ford (Ford of Cunninghame) is warranted because no significant concerns have been identified.
5 Re-elect Allan Lockhart as Director For For
Blended Rationale: A vote FOR the re-election of Paul Roy, David Lockhart, Allan Lockhart, Mark Davies, Kay Chaldecott, and Alastair Miller and the election of Baroness Margaret Ford (Ford of Cunninghame) is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
NewRiver REIT plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Re-elect Mark Davies as Director For For
Blended Rationale: A vote FOR the re-election of Paul Roy, David Lockhart, Allan Lockhart, Mark Davies, Kay Chaldecott, and Alastair Miller and the election of Baroness Margaret Ford (Ford of Cunninghame) is warranted because no significant concerns have been identified.
7 Re-elect Kay Chaldecott as Director For For
Blended Rationale: A vote FOR the re-election of Paul Roy, David Lockhart, Allan Lockhart, Mark Davies, Kay Chaldecott, and Alastair Miller and the election of Baroness Margaret Ford (Ford of Cunninghame) is warranted because no significant concerns have been identified.
8 Re-elect Alastair Miller as Director For For
Blended Rationale: A vote FOR the re-election of Paul Roy, David Lockhart, Allan Lockhart, Mark Davies, Kay Chaldecott, and Alastair Miller and the election of Baroness Margaret Ford (Ford of Cunninghame) is warranted because no significant concerns have been identified.
9 Elect Margaret Ford as Director For For
Blended Rationale: A vote FOR the re-election of Paul Roy, David Lockhart, Allan Lockhart, Mark Davies, Kay Chaldecott, and Alastair Miller and the election of Baroness Margaret Ford (Ford of Cunninghame) is warranted because no significant concerns have been identified.
10 Ratify Deloitte LLP as Auditors For For
11 Authorise the Audit Committee to Fix For For Remuneration of Auditors
12 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
15 Authorise Market Purchase of Ordinary Shares For For
16 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
3i Infrastructure plc
Meeting Date: 07/05/2018 Country: Jersey Meeting Type: Annual Ticker: 3IN
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
3i Infrastructure plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Richard Laing as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Richard Laing is warrante, although it is not without concern for shareholders as: * Apart from his role as NED, he also has NED and Chairman positions at three other listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 9 A vote FOR the election of Robert Jennings and the re-election of Ian Lobley, Paul Masterton, Doug Bannister, and Wendy Dorman is warranted because no significant concerns have been identified.
5 Re-elect Ian Lobley as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Richard Laing is warrante, although it is not without concern for shareholders as: * Apart from his role as NED, he also has NED and Chairman positions at three other listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 9 A vote FOR the election of Robert Jennings and the re-election of Ian Lobley, Paul Masterton, Doug Bannister, and Wendy Dorman is warranted because no significant concerns have been identified.
6 Re-elect Paul Masterton as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Richard Laing is warrante, although it is not without concern for shareholders as: * Apart from his role as NED, he also has NED and Chairman positions at three other listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 9 A vote FOR the election of Robert Jennings and the re-election of Ian Lobley, Paul Masterton, Doug Bannister, and Wendy Dorman is warranted because no significant concerns have been identified.
7 Re-elect Doug Bannister as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Richard Laing is warrante, although it is not without concern for shareholders as: * Apart from his role as NED, he also has NED and Chairman positions at three other listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 9 A vote FOR the election of Robert Jennings and the re-election of Ian Lobley, Paul Masterton, Doug Bannister, and Wendy Dorman is warranted because no significant concerns have been identified.
8 Re-elect Wendy Dorman as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Richard Laing is warrante, although it is not without concern for shareholders as: * Apart from his role as NED, he also has NED and Chairman positions at three other listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 9 A vote FOR the election of Robert Jennings and the re-election of Ian Lobley, Paul Masterton, Doug Bannister, and Wendy Dorman is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
3i Infrastructure plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Elect Robert Jennings as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Richard Laing is warrante, although it is not without concern for shareholders as: * Apart from his role as NED, he also has NED and Chairman positions at three other listed companies which could potentially compromise his ability to commit sufficient time to his role in the Company. Mitigating, the main reason for support is: * His outside roles are all at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 9 A vote FOR the election of Robert Jennings and the re-election of Ian Lobley, Paul Masterton, Doug Bannister, and Wendy Dorman is warranted because no significant concerns have been identified.
10 Ratify Deloitte LLP as Auditors For For
11 Authorise Board to Fix Remuneration of Auditors For For
12 Approve Scrip Dividend Scheme For For
Blended Rationale: A vote FOR these resolutions is warranted because these are routine items and no significant concerns have been identified.
13 Authorise Capitalisation of the Appropriate For For Amounts of New Ordinary Shares to be Allotted Under the Scrip Dividend Scheme
Blended Rationale: A vote FOR these resolutions is warranted because these are routine items and no significant concerns have been identified.
14 Authorise Issue of Equity without Pre-emptive For For Rights
15 Authorise Market Purchase of Ordinary Shares For For
Great Portland Estates plc
Meeting Date: 07/05/2018 Country: United Kingdom Meeting Type: Annual Ticker: GPOR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Remuneration Report For For
4 Re-elect Toby Courtauld as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Nick Sanderson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Great Portland Estates plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Re-elect Martin Scicluna as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Charles Philipps as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Wendy Becker as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Nick Hampton as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Richard Mully as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Elect Alison Rose as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Reappoint Deloitte LLP as Auditors For For
13 Authorise the Audit Committee to Fix For For Remuneration of Auditors
14 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: Items 14-15 A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. Item 16 A vote FOR this resolution is warranted although it is not without concern because: * Although the proposed amount and duration is within recommended limits, the authority can be used to fund development or refurbishment expenditure under the definition of specified capital investment.
15 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: Items 14-15 A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. Item 16 A vote FOR this resolution is warranted although it is not without concern because: * Although the proposed amount and duration is within recommended limits, the authority can be used to fund development or refurbishment expenditure under the definition of specified capital investment.
16 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: Items 14-15 A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits. Item 16 A vote FOR this resolution is warranted although it is not without concern because: * Although the proposed amount and duration is within recommended limits, the authority can be used to fund development or refurbishment expenditure under the definition of specified capital investment.
17 Authorise Market Purchase of Ordinary Shares For For
18 Authorise the Company to Call EGM with Two For For Weeks' Notice
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Pennon Group plc
Meeting Date: 07/05/2018 Country: United Kingdom Meeting Type: Annual Ticker: PNN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Remuneration Report For For
4 Re-elect Sir John Parker as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Martin Angle as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Neil Cooper as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Susan Davy as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Christopher Loughlin as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Gill Rider as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Reappoint Ernst & Young LLP as Auditors For For
11 Authorise the Audit Committee to Fix For For Remuneration of Auditors
12 Authorise EU Political Donations and For For Expenditure
13 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
15 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Specified Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Pennon Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
16 Authorise Market Purchase of Ordinary Shares For For
17 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
U and I Group PLC
Meeting Date: 07/05/2018 Country: United Kingdom Meeting Type: Annual Ticker: UAI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Re-elect Peter Williams as Director For For
Blended Rationale: Item 3 Peter Williams A vote AGAINST the re-election of this Director is warranted: * In addition to his role as Board Chair of U and I Group plc, he is also the chair of two other listed companies, Boohoo.com plc and DP Eurasia NV, and the SID of Rightmove plc. Overall, these positions are significant time commitments and cause potential concern over his ability to adequately fulfill his role as Chair of U and I Group plc. Items 4-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
4 Re-elect Matthew Weiner as Director For For
Blended Rationale: Item 3 Peter Williams A vote AGAINST the re-election of this Director is warranted: * In addition to his role as Board Chair of U and I Group plc, he is also the chair of two other listed companies, Boohoo.com plc and DP Eurasia NV, and the SID of Rightmove plc. Overall, these positions are significant time commitments and cause potential concern over his ability to adequately fulfill his role as Chair of U and I Group plc. Items 4-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Richard Upton as Director For For
Blended Rationale: Item 3 Peter Williams A vote AGAINST the re-election of this Director is warranted: * In addition to his role as Board Chair of U and I Group plc, he is also the chair of two other listed companies, Boohoo.com plc and DP Eurasia NV, and the SID of Rightmove plc. Overall, these positions are significant time commitments and cause potential concern over his ability to adequately fulfill his role as Chair of U and I Group plc. Items 4-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Marcus Shepherd as Director For For
Blended Rationale: Item 3 Peter Williams A vote AGAINST the re-election of this Director is warranted: * In addition to his role as Board Chair of U and I Group plc, he is also the chair of two other listed companies, Boohoo.com plc and DP Eurasia NV, and the SID of Rightmove plc. Overall, these positions are significant time commitments and cause potential concern over his ability to adequately fulfill his role as Chair of U and I Group plc. Items 4-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
U and I Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Re-elect Nick Thomlinson as Director For For
Blended Rationale: Item 3 Peter Williams A vote AGAINST the re-election of this Director is warranted: * In addition to his role as Board Chair of U and I Group plc, he is also the chair of two other listed companies, Boohoo.com plc and DP Eurasia NV, and the SID of Rightmove plc. Overall, these positions are significant time commitments and cause potential concern over his ability to adequately fulfill his role as Chair of U and I Group plc. Items 4-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Barry Bennett as Director For For
Blended Rationale: Item 3 Peter Williams A vote AGAINST the re-election of this Director is warranted: * In addition to his role as Board Chair of U and I Group plc, he is also the chair of two other listed companies, Boohoo.com plc and DP Eurasia NV, and the SID of Rightmove plc. Overall, these positions are significant time commitments and cause potential concern over his ability to adequately fulfill his role as Chair of U and I Group plc. Items 4-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Lynn Krige as Director For For
Blended Rationale: Item 3 Peter Williams A vote AGAINST the re-election of this Director is warranted: * In addition to his role as Board Chair of U and I Group plc, he is also the chair of two other listed companies, Boohoo.com plc and DP Eurasia NV, and the SID of Rightmove plc. Overall, these positions are significant time commitments and cause potential concern over his ability to adequately fulfill his role as Chair of U and I Group plc. Items 4-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Elect Ros Kerslake as Director For For
Blended Rationale: Item 3 Peter Williams A vote AGAINST the re-election of this Director is warranted: * In addition to his role as Board Chair of U and I Group plc, he is also the chair of two other listed companies, Boohoo.com plc and DP Eurasia NV, and the SID of Rightmove plc. Overall, these positions are significant time commitments and cause potential concern over his ability to adequately fulfill his role as Chair of U and I Group plc. Items 4-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Approve Final Dividend For For
12 Reappoint PricewaterhouseCoopers LLP as For For Auditors
13 Authorise Board to Fix Remuneration of Auditors For For
14 Authorise Market Purchase of Ordinary Shares For For
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
18 Authorise EU Political Donations and For For Expenditure
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Burckhardt Compression Holding AG
Meeting Date: 07/06/2018 Country: Switzerland Meeting Type: Annual Ticker: BCHN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Accept Financial Statements and Statutory For For Reports
3 Approve Allocation of Income and Dividends of For For CHF 6.00 per Share
4 Approve Discharge of Board and Senior For For Management
5.1.1 Reelect Valentin Vogt as Director For For
Blended Rationale: Votes FOR the proposed nominees are warranted.
5.1.2 Reelect Hans Hess as Director For For
Blended Rationale: Votes FOR the proposed nominees are warranted.
5.1.3 Reelect Urs Leinhaeuser as Director For For
Blended Rationale: Votes FOR the proposed nominees are warranted.
5.1.4 Reelect Monika Kruesi as Director For For
Blended Rationale: Votes FOR the proposed nominees are warranted.
5.1.5 Reelect Stephan Bross as Director For For
Blended Rationale: Votes FOR the proposed nominees are warranted.
5.2 Reelect Valentin Vogt as Board Chairman For For
Blended Rationale: Votes FOR the proposed nominees are warranted.
5.3.1 Reappoint Hans Hess as Member of the For For Compensation Committee
Blended Rationale: Votes FOR the proposed nominees are warranted.
5.3.2 Reappoint Stephan Bross as Member of the For For Compensation Committee
Blended Rationale: Votes FOR the proposed nominees are warranted.
5.4 Ratify PricewaterhouseCoopers AG as Auditors For For
5.5 Designate Andreas Keller as Independent Proxy For For
6.1 Approve Variable Remuneration of Executive For For Committee in the Amount of CHF 511,000
Blended Rationale: Votes FOR are warranted because the proposals appears to be in line with market practice and do not raise significant concerns.
6.2 Approve Remuneration Report (Non-Binding) For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Burckhardt Compression Holding AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6.3 Approve Fixed Remuneration of Directors in the For For Amount of CHF 580,000
6.4 Approve Fixed Remuneration of Executive For For Committee in the Amount of CHF 2.1 Million
Blended Rationale: Votes FOR are warranted because the proposals appears to be in line with market practice and do not raise significant concerns.
7 Transact Other Business (Voting) For Against
Voter Rationale: Lack of disclosure
Blended Rationale: Lack of disclosure
Burckhardt Compression Holding AG
Meeting Date: 07/06/2018 Country: Switzerland Meeting Type: Annual Ticker: BCHN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Share Re-registration Consent For For
Capital Gearing Trust plc
Meeting Date: 07/06/2018 Country: United Kingdom Meeting Type: Annual Ticker: CGT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Graham Meek as Director For For
Blended Rationale: A vote FOR the re-election of these Directors is warranted because no significant concerns have been identified.
5 Re-elect Jean Matterson as Director For For
Blended Rationale: A vote FOR the re-election of these Directors is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Capital Gearing Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Re-elect Robin Archibald as Director For For
Blended Rationale: A vote FOR the re-election of these Directors is warranted because no significant concerns have been identified.
7 Reappoint PricewaterhouseCoopers LLP as For For Auditors
8 Authorise Board to Fix Remuneration of Auditors For For
9 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: Item 9 A vote FOR this resolution is warranted because the proposed amount and duration are within recommended limits. Item 10 A vote AGAINST this resolution is warranted because: * The proposed amount is above 5 percent of issued share capital (or 10 percent where there is a commitment that shares will be issued at or above NAV).
10 Authorise Issue of Equity without Pre-emptive For Against Rights Voter Rationale: Excessive dilution.
Blended Rationale: Excessive dilution.
11 Authorise Market Purchase of Ordinary Shares For For
12 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Changyou.com Ltd.
Meeting Date: 07/06/2018 Country: Cayman Islands Meeting Type: Annual Ticker: CYOU
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Charles Zhang as Director For For
1.2 Elect Dewen Chen as Director For For
1.3 Elect Dave De Yang as Director For For
1.4 Elect Xiao Chen as Director For For
1.5 Elect Charles (Sheung Wai) Chan as Director For For
2 Approve Appointment of For For PricewaterhouseCoopers Zhong Tian LLP as Auditor
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
China Longyuan Power Group Corporation Ltd.
Meeting Date: 07/06/2018 Country: China Meeting Type: Special Ticker: 916
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Qiao Baoping as Director For For
1.2 Elect Liu Jinhuan as Director For For
1.3 Elect Luan Baoxing as Director For For
1.4 Elect Yang Xiangbin as Director For For
1.5 Elect Li Enyi as Director For For
1.6 Elect Huang Qun as Director For For
1.7 Elect Zhang Songyi as Director For For
1.8 Elect Meng Yan as Director For For
1.9 Elect Han Dechang as Director For For
2.1 Elect Chen Bin as Supervisor For For
2.2 Elect Yu Yongping as Supervisor For For
Romgaz SA
Meeting Date: 07/06/2018 Country: Romania Meeting Type: Special Ticker: SNG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Directors via Cumulative Voting For For
Blended Rationale: In view of total lack of information regarding this item, a vote AGAINST is recommended.
2 Fix Duration of Mandate of Elected Directors For For
Blended Rationale: Votes FOR these items are warranted because the proposed term, remuneration and contracts do not raise any concerns.
3 Approve Fixed Remuneration of Elected For For Directors
Blended Rationale: Votes FOR these items are warranted because the proposed term, remuneration and contracts do not raise any concerns.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Romgaz SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Contract of Mandate for Elected For For Directors
Blended Rationale: Votes FOR these items are warranted because the proposed term, remuneration and contracts do not raise any concerns.
5 Empower Ministry of Energy Representative to For For Sign Contracts with Elected Directors
Blended Rationale: Votes FOR these items are warranted because the proposed term, remuneration and contracts do not raise any concerns.
6 Approve Meeting's Record Date For For
7 Authorize Filing of Required Documents/Other For For Formalities
Value and Income Trust plc
Meeting Date: 07/06/2018 Country: United Kingdom Meeting Type: Annual Ticker: VIN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect James Ferguson as Director For For
Blended Rationale: Item 4 A vote AGAINST the re-election of James Ferguson is warranted because: * A potential independence issue has been identified and he is currently a member of the Audit Committee which is contrary to UK best practice recommendations. He is also a member of Nomination Committee which fulfills the function of a remuneration committee. * Apart from his role as Board Chair, he also serves as Chair at four other listed companies as well as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. Further, as Chairman, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from best practice has been identified: * A majority of the Board members have served for more than nine years. It is noted however that board refreshment was undertaken during the year under review. Items 5 & 8 A vote FOR the re-election/election of John Kay and Dominic Neary is warranted because no significant concerns have been identified. Items 6 & 7 A vote AGAINST the re-election of Angela Lascelles and Matthew Oakeshott is warranted because: * They are considered non-independent and are currently members of the Nomination Committee which fulfils the function of a remuneration committee.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Value and Income Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Re-elect John Kay as Director For For
Blended Rationale: Item 4 A vote AGAINST the re-election of James Ferguson is warranted because: * A potential independence issue has been identified and he is currently a member of the Audit Committee which is contrary to UK best practice recommendations. He is also a member of Nomination Committee which fulfills the function of a remuneration committee. * Apart from his role as Board Chair, he also serves as Chair at four other listed companies as well as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. Further, as Chairman, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from best practice has been identified: * A majority of the Board members have served for more than nine years. It is noted however that board refreshment was undertaken during the year under review. Items 5 & 8 A vote FOR the re-election/election of John Kay and Dominic Neary is warranted because no significant concerns have been identified. Items 6 & 7 A vote AGAINST the re-election of Angela Lascelles and Matthew Oakeshott is warranted because: * They are considered non-independent and are currently members of the Nomination Committee which fulfils the function of a remuneration committee.
6 Re-elect Angela Lascelles as Director For For
Blended Rationale: Item 4 A vote AGAINST the re-election of James Ferguson is warranted because: * A potential independence issue has been identified and he is currently a member of the Audit Committee which is contrary to UK best practice recommendations. He is also a member of Nomination Committee which fulfills the function of a remuneration committee. * Apart from his role as Board Chair, he also serves as Chair at four other listed companies as well as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. Further, as Chairman, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from best practice has been identified: * A majority of the Board members have served for more than nine years. It is noted however that board refreshment was undertaken during the year under review. Items 5 & 8 A vote FOR the re-election/election of John Kay and Dominic Neary is warranted because no significant concerns have been identified. Items 6 & 7 A vote AGAINST the re-election of Angela Lascelles and Matthew Oakeshott is warranted because: * They are considered non-independent and are currently members of the Nomination Committee which fulfils the function of a remuneration committee.
7 Re-elect Matthew Oakeshott as Director For For
Blended Rationale: Item 4 A vote AGAINST the re-election of James Ferguson is warranted because: * A potential independence issue has been identified and he is currently a member of the Audit Committee which is contrary to UK best practice recommendations. He is also a member of Nomination Committee which fulfills the function of a remuneration committee. * Apart from his role as Board Chair, he also serves as Chair at four other listed companies as well as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. Further, as Chairman, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from best practice has been identified: * A majority of the Board members have served for more than nine years. It is noted however that board refreshment was undertaken during the year under review. Items 5 & 8 A vote FOR the re-election/election of John Kay and Dominic Neary is warranted because no significant concerns have been identified. Items 6 & 7 A vote AGAINST the re-election of Angela Lascelles and Matthew Oakeshott is warranted because: * They are considered non-independent and are currently members of the Nomination Committee which fulfils the function of a remuneration committee.
8 Elect Dominic Neary as Director For For
Blended Rationale: Item 4 A vote AGAINST the re-election of James Ferguson is warranted because: * A potential independence issue has been identified and he is currently a member of the Audit Committee which is contrary to UK best practice recommendations. He is also a member of Nomination Committee which fulfills the function of a remuneration committee. * Apart from his role as Board Chair, he also serves as Chair at four other listed companies as well as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. Further, as Chairman, he is considered to be ultimately responsible for the Company's corporate governance practices, and the following deviation from best practice has been identified: * A majority of the Board members have served for more than nine years. It is noted however that board refreshment was undertaken during the year under review. Items 5 & 8 A vote FOR the re-election/election of John Kay and Dominic Neary is warranted because no significant concerns have been identified. Items 6 & 7 A vote AGAINST the re-election of Angela Lascelles and Matthew Oakeshott is warranted because: * They are considered non-independent and are currently members of the Nomination Committee which fulfils the function of a remuneration committee.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Value and Income Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Reappoint Grant Thornton UK LLP as Auditors For For
10 Authorise Board to Fix Remuneration of Auditors For For
11 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Market Purchase of Ordinary Shares For For
14 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Healthcare Trust of America, Inc.
Meeting Date: 07/09/2018 Country: USA Meeting Type: Annual Ticker: HTA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director Scott D. Peters For For
1b Elect Director W. Bradley Blair, II For Against
Blended Rationale: A vote AGAINST Governance Committee members W. Bradley Blair II, Maurice DeWald, Peter Foss, and Larry Mathis is warranted for a material governance failure. The board unilaterally adopted a bylaw provision allowing shareholders to amend the bylaws, but included a restrictive ownership requirement that limits shareholders' ability to use the right and far exceeds existing SEC rules.
1c Elect Director Vicki U. Booth For For
1d Elect Director Roberta B. Bowman For For
1e Elect Director Maurice J. DeWald For Against
Blended Rationale: A vote AGAINST Governance Committee members W. Bradley Blair II, Maurice DeWald, Peter Foss, and Larry Mathis is warranted for a material governance failure. The board unilaterally adopted a bylaw provision allowing shareholders to amend the bylaws, but included a restrictive ownership requirement that limits shareholders' ability to use the right and far exceeds existing SEC rules.
1f Elect Director Warren D. Fix For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Healthcare Trust of America, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1g Elect Director Peter N. Foss For Against
Blended Rationale: A vote AGAINST Governance Committee members W. Bradley Blair II, Maurice DeWald, Peter Foss, and Larry Mathis is warranted for a material governance failure. The board unilaterally adopted a bylaw provision allowing shareholders to amend the bylaws, but included a restrictive ownership requirement that limits shareholders' ability to use the right and far exceeds existing SEC rules.
1h Elect Director Daniel S. Henson For For
1i Elect Director Larry L. Mathis For Against
Blended Rationale: A vote AGAINST Governance Committee members W. Bradley Blair II, Maurice DeWald, Peter Foss, and Larry Mathis is warranted for a material governance failure. The board unilaterally adopted a bylaw provision allowing shareholders to amend the bylaws, but included a restrictive ownership requirement that limits shareholders' ability to use the right and far exceeds existing SEC rules.
1j Elect Director Gary T. Wescombe For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: The minimum vesting period is less than three years.
3 Ratify Deloitte & Touche LLP as Auditors For For
Assura Plc
Meeting Date: 07/10/2018 Country: United Kingdom Meeting Type: Annual Ticker: AGR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Reappoint Deloitte LLP as Auditors For For
4 Authorise the Audit Committee to Fix For For Remuneration of Auditors
5 Elect Ed Smith as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Jonathan Murphy as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Jenefer Greenwood as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Assura Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Re-elect David Richardson as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Elect Jayne Cottam as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Elect Jonathan Davies as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Market Purchase of Ordinary Shares For For
15 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Cavco Industries, Inc.
Meeting Date: 07/10/2018 Country: USA Meeting Type: Annual Ticker: CVCO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Steven G. Bunger For For
1.2 Elect Director Jack Hanna For For
2 Ratify RSM US LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
DS Smith Plc
Meeting Date: 07/10/2018 Country: United Kingdom Meeting Type: Special Ticker: SMDS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Acquisition of Europac For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Eurobank Ergasias SA
Meeting Date: 07/10/2018 Country: Greece Meeting Type: Annual Ticker: EUROB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Discharge of Board and Auditors For For
3 Ratify Auditors For For
5 Elect Directors (Bundled) For For
6 Elect Members and Chairman of Audit For For Committee
7 Approve Director Remuneration For For
JPMorgan European Smaller Companies Trust plc
Meeting Date: 07/10/2018 Country: United Kingdom Meeting Type: Annual Ticker: JESC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
3 Approve Remuneration Report For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
JPMorgan European Smaller Companies Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Final Dividend For For
5 Re-elect Carolan Dobson as Director For For
Blended Rationale: Item 5 A vote FOR on the re-election of Carolan Dobson (Non-executive Chair) is warranted, although the following concern should be noted: * Apart from her role as Non-executive Chair of the Company, she also serves at four other publicly listed companies, which could potentially compromise her ability to commit sufficient time to her role in the Company. The main reason for support is: * All of her external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Her external commitments will be kept under review Items 6, 7, & 9 A vote FOR the re-election of Marc Van Gelder, Ashok Gupta, and Stephen White (NEDs) is warranted because no significant concerns have been identified. Item 8 A vote FOR on the re-election of Nicholas Smith (NED) is warranted, although the following concern should be noted: * Apart from his role as NED of the Company, he also serves as Chair at three other publicly listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * Majority of his external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review
6 Re-elect Marc Van Gelder as Director For For
Blended Rationale: Item 5 A vote FOR on the re-election of Carolan Dobson (Non-executive Chair) is warranted, although the following concern should be noted: * Apart from her role as Non-executive Chair of the Company, she also serves at four other publicly listed companies, which could potentially compromise her ability to commit sufficient time to her role in the Company. The main reason for support is: * All of her external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Her external commitments will be kept under review Items 6, 7, & 9 A vote FOR the re-election of Marc Van Gelder, Ashok Gupta, and Stephen White (NEDs) is warranted because no significant concerns have been identified. Item 8 A vote FOR on the re-election of Nicholas Smith (NED) is warranted, although the following concern should be noted: * Apart from his role as NED of the Company, he also serves as Chair at three other publicly listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * Majority of his external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review
7 Re-elect Ashok Gupta as Director For For
Blended Rationale: Item 5 A vote FOR on the re-election of Carolan Dobson (Non-executive Chair) is warranted, although the following concern should be noted: * Apart from her role as Non-executive Chair of the Company, she also serves at four other publicly listed companies, which could potentially compromise her ability to commit sufficient time to her role in the Company. The main reason for support is: * All of her external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Her external commitments will be kept under review Items 6, 7, & 9 A vote FOR the re-election of Marc Van Gelder, Ashok Gupta, and Stephen White (NEDs) is warranted because no significant concerns have been identified. Item 8 A vote FOR on the re-election of Nicholas Smith (NED) is warranted, although the following concern should be noted: * Apart from his role as NED of the Company, he also serves as Chair at three other publicly listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * Majority of his external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review
8 Re-elect Nicholas Smith as Director For For
Blended Rationale: Item 5 A vote FOR on the re-election of Carolan Dobson (Non-executive Chair) is warranted, although the following concern should be noted: * Apart from her role as Non-executive Chair of the Company, she also serves at four other publicly listed companies, which could potentially compromise her ability to commit sufficient time to her role in the Company. The main reason for support is: * All of her external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Her external commitments will be kept under review Items 6, 7, & 9 A vote FOR the re-election of Marc Van Gelder, Ashok Gupta, and Stephen White (NEDs) is warranted because no significant concerns have been identified. Item 8 A vote FOR on the re-election of Nicholas Smith (NED) is warranted, although the following concern should be noted: * Apart from his role as NED of the Company, he also serves as Chair at three other publicly listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * Majority of his external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
JPMorgan European Smaller Companies Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Stephen White as Director For For
Blended Rationale: Item 5 A vote FOR on the re-election of Carolan Dobson (Non-executive Chair) is warranted, although the following concern should be noted: * Apart from her role as Non-executive Chair of the Company, she also serves at four other publicly listed companies, which could potentially compromise her ability to commit sufficient time to her role in the Company. The main reason for support is: * All of her external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Her external commitments will be kept under review Items 6, 7, & 9 A vote FOR the re-election of Marc Van Gelder, Ashok Gupta, and Stephen White (NEDs) is warranted because no significant concerns have been identified. Item 8 A vote FOR on the re-election of Nicholas Smith (NED) is warranted, although the following concern should be noted: * Apart from his role as NED of the Company, he also serves as Chair at three other publicly listed companies, which could potentially compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * Majority of his external commitments are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review
10 Reappoint PricewaterhouseCoopers LLP as For For Auditors and Authorise Their Remuneration
11 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Market Purchase of Ordinary Shares For For
Kumba Iron Ore Ltd
Meeting Date: 07/10/2018 Country: South Africa Meeting Type: Special Ticker: KIO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve ESOP Scheme For For
2 Approve Remuneration of Lead Independent For For Director
1 Authorise Ratification of Approved Resolutions For For
Marks and Spencer Group plc
Meeting Date: 07/10/2018 Country: United Kingdom Meeting Type: Annual Ticker: MKS
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Marks and Spencer Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Archie Norman as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Steve Rowe as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Vindi Banga as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Alison Brittain as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Andy Halford as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Andrew Fisher as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Elect Humphrey Singer as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Elect Katie Bickerstaffe as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Elect Pip McCrostie as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Reappoint Deloitte LLP as Auditors For For
14 Authorise the Audit Committee to Fix For For Remuneration of Auditors
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Marks and Spencer Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17 Authorise Market Purchase of Ordinary Shares For For
18 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
19 Authorise EU Political Donations and For For Expenditure
Young & Co's Brewery plc
Meeting Date: 07/10/2018 Country: United Kingdom Meeting Type: Annual Ticker: YNGA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Reappoint Ernst & Young LLP Auditors For For
4 Authorise Board to Fix Remuneration of Auditors For For
5 Re-elect Torquil Sligo-Young as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
6 Re-elect Roger Lambert as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
7 Re-elect Trish Corzine as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
8 Elect Ian McHoul as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
9 Authorise EU Political Donations and For For Expenditure
10 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Young & Co's Brewery plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Market Purchase of Ordinary Shares For For
Air Partner plc
Meeting Date: 07/11/2018 Country: United Kingdom Meeting Type: Annual Ticker: AIR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
Blended Rationale: A vote AGAINST this resolution is warranted because of the following reason: * The Auditors (Deloitte LLP) provided a qualified opinion on the financial statements arising from an accounting issue.
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Mark Briffa as Director For For
Blended Rationale: A vote FOR the re-election of Mark Briffa, Richard Jackson, Peter Saunders, Shaun Smith and Amanda Wills is warranted because no significant concerns have been identified.
5 Re-elect Richard Jackson as Director For For
Blended Rationale: A vote FOR the re-election of Mark Briffa, Richard Jackson, Peter Saunders, Shaun Smith and Amanda Wills is warranted because no significant concerns have been identified.
6 Re-elect Peter Saunders as Director For For
Blended Rationale: A vote FOR the re-election of Mark Briffa, Richard Jackson, Peter Saunders, Shaun Smith and Amanda Wills is warranted because no significant concerns have been identified.
7 Re-elect Shaun Smith as Director For For
Blended Rationale: A vote FOR the re-election of Mark Briffa, Richard Jackson, Peter Saunders, Shaun Smith and Amanda Wills is warranted because no significant concerns have been identified.
8 Re-elect Amanda Wills as Director For For
Blended Rationale: A vote FOR the re-election of Mark Briffa, Richard Jackson, Peter Saunders, Shaun Smith and Amanda Wills is warranted because no significant concerns have been identified.
9 Reappoint Deloitte LLP as Auditors For For
10 Authorise the Audit and Risk Committee to Fix For For Remuneration of Auditors
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Air Partner plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Market Purchase of Ordinary Shares For For
15 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
BT Group plc
Meeting Date: 07/11/2018 Country: United Kingdom Meeting Type: Annual Ticker: BT.A
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For Against
Voter Rationale: Despite reductions bonus, pay is still too high
Blended Rationale: Despite reductions bonus, pay is still too high
3 Approve Final Dividend For For
4 Elect Jan du Plessis as Director For For
Blended Rationale: Item 4-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8 A vote FOR this resolution is warranted although it is not without concern because: * In addition to his role as NED, Tim Höttges is CEO at Deutsche Telekom AG, Chair at T-Mobile US, Inc and NED at Henkel AG & Co. Together these represent significant external time commitments which might undermine his ability to serve effectively on the Board of BT Group. However, qualified support is warranted as: * Some flexibility is consider warranted on this occasion as he is a shareholder nominee, and there is a sufficient number of independent NEDs for whom there are no concerns over time commitments. * Many of his positions are inter-related e.g. Deutsche Telekom where he is CEO, is the majority shareholder of T-Mobile US, Inc.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
BT Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Re-elect Gavin Patterson as Director For For
Blended Rationale: Item 4-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8 A vote FOR this resolution is warranted although it is not without concern because: * In addition to his role as NED, Tim Höttges is CEO at Deutsche Telekom AG, Chair at T-Mobile US, Inc and NED at Henkel AG & Co. Together these represent significant external time commitments which might undermine his ability to serve effectively on the Board of BT Group. However, qualified support is warranted as: * Some flexibility is consider warranted on this occasion as he is a shareholder nominee, and there is a sufficient number of independent NEDs for whom there are no concerns over time commitments. * Many of his positions are inter-related e.g. Deutsche Telekom where he is CEO, is the majority shareholder of T-Mobile US, Inc.
6 Re-elect Simon Lowth as Director For For
Blended Rationale: Item 4-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8 A vote FOR this resolution is warranted although it is not without concern because: * In addition to his role as NED, Tim Höttges is CEO at Deutsche Telekom AG, Chair at T-Mobile US, Inc and NED at Henkel AG & Co. Together these represent significant external time commitments which might undermine his ability to serve effectively on the Board of BT Group. However, qualified support is warranted as: * Some flexibility is consider warranted on this occasion as he is a shareholder nominee, and there is a sufficient number of independent NEDs for whom there are no concerns over time commitments. * Many of his positions are inter-related e.g. Deutsche Telekom where he is CEO, is the majority shareholder of T-Mobile US, Inc.
7 Re-elect Iain Conn as Director For For
Blended Rationale: Item 4-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8 A vote FOR this resolution is warranted although it is not without concern because: * In addition to his role as NED, Tim Höttges is CEO at Deutsche Telekom AG, Chair at T-Mobile US, Inc and NED at Henkel AG & Co. Together these represent significant external time commitments which might undermine his ability to serve effectively on the Board of BT Group. However, qualified support is warranted as: * Some flexibility is consider warranted on this occasion as he is a shareholder nominee, and there is a sufficient number of independent NEDs for whom there are no concerns over time commitments. * Many of his positions are inter-related e.g. Deutsche Telekom where he is CEO, is the majority shareholder of T-Mobile US, Inc.
8 Re-elect Tim Hottges as Director For For
Blended Rationale: Item 4-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8 A vote FOR this resolution is warranted although it is not without concern because: * In addition to his role as NED, Tim Höttges is CEO at Deutsche Telekom AG, Chair at T-Mobile US, Inc and NED at Henkel AG & Co. Together these represent significant external time commitments which might undermine his ability to serve effectively on the Board of BT Group. However, qualified support is warranted as: * Some flexibility is consider warranted on this occasion as he is a shareholder nominee, and there is a sufficient number of independent NEDs for whom there are no concerns over time commitments. * Many of his positions are inter-related e.g. Deutsche Telekom where he is CEO, is the majority shareholder of T-Mobile US, Inc.
9 Re-elect Isabel Hudson as Director For For
Blended Rationale: Item 4-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8 A vote FOR this resolution is warranted although it is not without concern because: * In addition to his role as NED, Tim Höttges is CEO at Deutsche Telekom AG, Chair at T-Mobile US, Inc and NED at Henkel AG & Co. Together these represent significant external time commitments which might undermine his ability to serve effectively on the Board of BT Group. However, qualified support is warranted as: * Some flexibility is consider warranted on this occasion as he is a shareholder nominee, and there is a sufficient number of independent NEDs for whom there are no concerns over time commitments. * Many of his positions are inter-related e.g. Deutsche Telekom where he is CEO, is the majority shareholder of T-Mobile US, Inc.
10 Re-elect Mike Inglis as Director For For
Blended Rationale: Item 4-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8 A vote FOR this resolution is warranted although it is not without concern because: * In addition to his role as NED, Tim Höttges is CEO at Deutsche Telekom AG, Chair at T-Mobile US, Inc and NED at Henkel AG & Co. Together these represent significant external time commitments which might undermine his ability to serve effectively on the Board of BT Group. However, qualified support is warranted as: * Some flexibility is consider warranted on this occasion as he is a shareholder nominee, and there is a sufficient number of independent NEDs for whom there are no concerns over time commitments. * Many of his positions are inter-related e.g. Deutsche Telekom where he is CEO, is the majority shareholder of T-Mobile US, Inc.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
BT Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Re-elect Nick Rose as Director For For
Blended Rationale: Item 4-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8 A vote FOR this resolution is warranted although it is not without concern because: * In addition to his role as NED, Tim Höttges is CEO at Deutsche Telekom AG, Chair at T-Mobile US, Inc and NED at Henkel AG & Co. Together these represent significant external time commitments which might undermine his ability to serve effectively on the Board of BT Group. However, qualified support is warranted as: * Some flexibility is consider warranted on this occasion as he is a shareholder nominee, and there is a sufficient number of independent NEDs for whom there are no concerns over time commitments. * Many of his positions are inter-related e.g. Deutsche Telekom where he is CEO, is the majority shareholder of T-Mobile US, Inc.
12 Re-elect Jasmine Whitbread as Director For For
Blended Rationale: Item 4-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8 A vote FOR this resolution is warranted although it is not without concern because: * In addition to his role as NED, Tim Höttges is CEO at Deutsche Telekom AG, Chair at T-Mobile US, Inc and NED at Henkel AG & Co. Together these represent significant external time commitments which might undermine his ability to serve effectively on the Board of BT Group. However, qualified support is warranted as: * Some flexibility is consider warranted on this occasion as he is a shareholder nominee, and there is a sufficient number of independent NEDs for whom there are no concerns over time commitments. * Many of his positions are inter-related e.g. Deutsche Telekom where he is CEO, is the majority shareholder of T-Mobile US, Inc.
13 Appoint KPMG LLP as Auditors For For
14 Authorise Board to Fix Remuneration of Auditors For For
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Market Purchase of Ordinary Shares For For
18 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
19 Authorise EU Political Donations and For For Expenditure
Hermes Property Unit Trust
Meeting Date: 07/11/2018 Country: United Kingdom Meeting Type: Annual Ticker: N/A
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Hermes Property Unit Trust
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2.1 Re-elect David Nicol to the Appointments For For Committee
Blended Rationale: Item 2.1 A vote FOR the re-election of David Nicol is warranted, although it is not without concern because: * Apart from his role as Non-executive Chair of the Trust, he also serves as CEO at one other publicly listed company, which could compromise his ability to commit sufficient time to his role in the Trust. Mitigating, the main reason for support is: * His chairmanship role is at a unit trust and, taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Item 2.2 A vote FOR the election of this Member is warranted because no significant concerns have been identified.
2.2 Elect Andrew McIntyre to the Appointments For For Committee
Blended Rationale: Item 2.1 A vote FOR the re-election of David Nicol is warranted, although it is not without concern because: * Apart from his role as Non-executive Chair of the Trust, he also serves as CEO at one other publicly listed company, which could compromise his ability to commit sufficient time to his role in the Trust. Mitigating, the main reason for support is: * His chairmanship role is at a unit trust and, taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Item 2.2 A vote FOR the election of this Member is warranted because no significant concerns have been identified.
3 Reappoint PricewaterhouseCoopers LLP as For Against Auditors and Authorise Their Remuneration Voter Rationale: Concerns around length of tenure of Auditors
Blended Rationale: Concerns around length of tenure of Auditors
4 Appoint NatWest Trustee & Depositary Services For For Limited as Trustee of Hermes Property Unit Trust
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2.1 Re-elect David Nicol to the Appointments For For Committee
Blended Rationale: Item 2.1 A vote FOR the re-election of David Nicol is warranted, although it is not without concern because: * Apart from his role as Non-executive Chair of the Trust, he also serves as CEO at one other publicly listed company, which could compromise his ability to commit sufficient time to his role in the Trust. Mitigating, the main reason for support is: * His chairmanship role is at a unit trust and, taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Item 2.2 A vote FOR the election of this Member is warranted because no significant concerns have been identified.
2.2 Elect Andrew McIntyre to the Appointments For For Committee
Blended Rationale: Item 2.1 A vote FOR the re-election of David Nicol is warranted, although it is not without concern because: * Apart from his role as Non-executive Chair of the Trust, he also serves as CEO at one other publicly listed company, which could compromise his ability to commit sufficient time to his role in the Trust. Mitigating, the main reason for support is: * His chairmanship role is at a unit trust and, taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Item 2.2 A vote FOR the election of this Member is warranted because no significant concerns have been identified.
3 Reappoint PricewaterhouseCoopers LLP as For For Auditors and Authorise Their Remuneration
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Hermes Property Unit Trust
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Appoint NatWest Trustee & Depositary Services For For Limited as Trustee of Hermes Property Unit Trust
J Sainsbury plc
Meeting Date: 07/11/2018 Country: United Kingdom Meeting Type: Annual Ticker: SBRY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Elect Jo Harlow as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Matt Brittin as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Brian Cassin as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Mike Coupe as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect David Keens as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Kevin O'Byrne as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Dame Susan Rice as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Re-elect John Rogers as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Re-elect Jean Tomlin as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
J Sainsbury plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
13 Re-elect David Tyler as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Reappoint Ernst & Young LLP as Auditors For For
15 Authorise the Audit Committee to Fix For For Remuneration of Auditors
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Approve EU Political Donations and Expenditure For For
20 Authorise Market Purchase Ordinary Shares For For
21 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
JPMorgan Global Convertibles Income Fund Limited
Meeting Date: 07/11/2018 Country: Guernsey Meeting Type: Special Ticker: JGCI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Authorise Market Purchase of Ordinary Shares For For
LondonMetric Property Plc
Meeting Date: 07/11/2018 Country: United Kingdom Meeting Type: Annual Ticker: LMP
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
LondonMetric Property Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Reappoint Deloitte LLP as Auditors For For
4 Authorise Board to Fix Remuneration of Auditors For For
5 Re-elect Patrick Vaughan as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Andrew Jones as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Martin McGann as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Valentine Beresford as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Mark Stirling as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect James Dean as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Re-elect Alec Pelmore as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Re-elect Philip Watson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Re-elect Rosalyn Wilton as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Re-elect Andrew Livingston as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
15 Elect Suzanne Avery as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
LondonMetric Property Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
NEX Group plc
Meeting Date: 07/11/2018 Country: United Kingdom Meeting Type: Annual Ticker: NXG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Re-elect Charles Gregson as Director For For
Blended Rationale: Items 3 to 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 10: Re-elect Robert Standing as Director A vote FOR this candidate is considered warranted, though it is not without concern for shareholders: * He is the Chair of the Remuneration Committee and as such is responsible for the Company's remuneration arrangements. There are material concerns over the treatment of outstanding long-term awards upon the change of control. The main reason for support is: * The Remuneration Committee states that it has taken into account the performance against the targets to some degree, and while the absence of time pro-rating is in poor practice, this treatment is not uncommon in a takeover scenario.
4 Re-elect Michael Spencer as Director For For
Blended Rationale: Items 3 to 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 10: Re-elect Robert Standing as Director A vote FOR this candidate is considered warranted, though it is not without concern for shareholders: * He is the Chair of the Remuneration Committee and as such is responsible for the Company's remuneration arrangements. There are material concerns over the treatment of outstanding long-term awards upon the change of control. The main reason for support is: * The Remuneration Committee states that it has taken into account the performance against the targets to some degree, and while the absence of time pro-rating is in poor practice, this treatment is not uncommon in a takeover scenario.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
NEX Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Re-elect Ken Pigaga as Director For For
Blended Rationale: Items 3 to 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 10: Re-elect Robert Standing as Director A vote FOR this candidate is considered warranted, though it is not without concern for shareholders: * He is the Chair of the Remuneration Committee and as such is responsible for the Company's remuneration arrangements. There are material concerns over the treatment of outstanding long-term awards upon the change of control. The main reason for support is: * The Remuneration Committee states that it has taken into account the performance against the targets to some degree, and while the absence of time pro-rating is in poor practice, this treatment is not uncommon in a takeover scenario.
6 Re-elect Samantha Wren as Director For For
Blended Rationale: Items 3 to 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 10: Re-elect Robert Standing as Director A vote FOR this candidate is considered warranted, though it is not without concern for shareholders: * He is the Chair of the Remuneration Committee and as such is responsible for the Company's remuneration arrangements. There are material concerns over the treatment of outstanding long-term awards upon the change of control. The main reason for support is: * The Remuneration Committee states that it has taken into account the performance against the targets to some degree, and while the absence of time pro-rating is in poor practice, this treatment is not uncommon in a takeover scenario.
7 Re-elect John Sievwright as Director For For
Blended Rationale: Items 3 to 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 10: Re-elect Robert Standing as Director A vote FOR this candidate is considered warranted, though it is not without concern for shareholders: * He is the Chair of the Remuneration Committee and as such is responsible for the Company's remuneration arrangements. There are material concerns over the treatment of outstanding long-term awards upon the change of control. The main reason for support is: * The Remuneration Committee states that it has taken into account the performance against the targets to some degree, and while the absence of time pro-rating is in poor practice, this treatment is not uncommon in a takeover scenario.
8 Re-elect Anna Ewing as Director For For
Blended Rationale: Items 3 to 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 10: Re-elect Robert Standing as Director A vote FOR this candidate is considered warranted, though it is not without concern for shareholders: * He is the Chair of the Remuneration Committee and as such is responsible for the Company's remuneration arrangements. There are material concerns over the treatment of outstanding long-term awards upon the change of control. The main reason for support is: * The Remuneration Committee states that it has taken into account the performance against the targets to some degree, and while the absence of time pro-rating is in poor practice, this treatment is not uncommon in a takeover scenario.
9 Re-elect Ivan Ritossa as Director For For
Blended Rationale: Items 3 to 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 10: Re-elect Robert Standing as Director A vote FOR this candidate is considered warranted, though it is not without concern for shareholders: * He is the Chair of the Remuneration Committee and as such is responsible for the Company's remuneration arrangements. There are material concerns over the treatment of outstanding long-term awards upon the change of control. The main reason for support is: * The Remuneration Committee states that it has taken into account the performance against the targets to some degree, and while the absence of time pro-rating is in poor practice, this treatment is not uncommon in a takeover scenario.
10 Re-elect Robert Standing as Director For For
Blended Rationale: Items 3 to 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 10: Re-elect Robert Standing as Director A vote FOR this candidate is considered warranted, though it is not without concern for shareholders: * He is the Chair of the Remuneration Committee and as such is responsible for the Company's remuneration arrangements. There are material concerns over the treatment of outstanding long-term awards upon the change of control. The main reason for support is: * The Remuneration Committee states that it has taken into account the performance against the targets to some degree, and while the absence of time pro-rating is in poor practice, this treatment is not uncommon in a takeover scenario.
11 Reappoint Deloitte LLP as Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
NEX Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Authorise the Audit Committee to Fix For For Remuneration of Auditors
13 Approve Remuneration Report For For
Blended Rationale: A vote AGAINST this resolution is considered warranted: * Following the change of control, all outstanding PSP awards will de facto pay out in full, effectively without any pro-rated discount for time and performance.
14 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Market Purchase of Ordinary Shares For For
OnTheMarket plc
Meeting Date: 07/11/2018 Country: United Kingdom Meeting Type: Annual Ticker: OTMP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Elect Helen Whiteley as Director For For
Blended Rationale: Items 2, 3, 5 & 6 A vote FOR the election of Helen Whiteley, Clive Beattie, Ian Francis and Ian Springett is warranted because no significant concerns have been identified. Item 4 A vote FOR the election of Christopher Bell is warranted, although it is not without concerns for shareholders: * Apart from his role as Board Chair, he also serves as Chair at two other listed companies and as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. In addition, in line with his role as Board Chair, he is considered to be ultimately responsible for the Company’s corporate governance practices, and the following deviation from best practice has been identified: * There is insufficient independent representation on the Board. The main reason for support is: * His chairmanship roles are at AIM companies and, taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
OnTheMarket plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Elect Clive Beattie as Director For For
Blended Rationale: Items 2, 3, 5 & 6 A vote FOR the election of Helen Whiteley, Clive Beattie, Ian Francis and Ian Springett is warranted because no significant concerns have been identified. Item 4 A vote FOR the election of Christopher Bell is warranted, although it is not without concerns for shareholders: * Apart from his role as Board Chair, he also serves as Chair at two other listed companies and as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. In addition, in line with his role as Board Chair, he is considered to be ultimately responsible for the Company’s corporate governance practices, and the following deviation from best practice has been identified: * There is insufficient independent representation on the Board. The main reason for support is: * His chairmanship roles are at AIM companies and, taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review.
4 Elect Christopher Bell as Director For For
Blended Rationale: Items 2, 3, 5 & 6 A vote FOR the election of Helen Whiteley, Clive Beattie, Ian Francis and Ian Springett is warranted because no significant concerns have been identified. Item 4 A vote FOR the election of Christopher Bell is warranted, although it is not without concerns for shareholders: * Apart from his role as Board Chair, he also serves as Chair at two other listed companies and as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. In addition, in line with his role as Board Chair, he is considered to be ultimately responsible for the Company’s corporate governance practices, and the following deviation from best practice has been identified: * There is insufficient independent representation on the Board. The main reason for support is: * His chairmanship roles are at AIM companies and, taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review.
5 Elect Ian Francis as Director For For
Blended Rationale: Items 2, 3, 5 & 6 A vote FOR the election of Helen Whiteley, Clive Beattie, Ian Francis and Ian Springett is warranted because no significant concerns have been identified. Item 4 A vote FOR the election of Christopher Bell is warranted, although it is not without concerns for shareholders: * Apart from his role as Board Chair, he also serves as Chair at two other listed companies and as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. In addition, in line with his role as Board Chair, he is considered to be ultimately responsible for the Company’s corporate governance practices, and the following deviation from best practice has been identified: * There is insufficient independent representation on the Board. The main reason for support is: * His chairmanship roles are at AIM companies and, taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review.
6 Elect Ian Springett as Director For For
Blended Rationale: Items 2, 3, 5 & 6 A vote FOR the election of Helen Whiteley, Clive Beattie, Ian Francis and Ian Springett is warranted because no significant concerns have been identified. Item 4 A vote FOR the election of Christopher Bell is warranted, although it is not without concerns for shareholders: * Apart from his role as Board Chair, he also serves as Chair at two other listed companies and as NED of another listed company, which could potentially compromise his ability to commit sufficient time to his role in the Company. In addition, in line with his role as Board Chair, he is considered to be ultimately responsible for the Company’s corporate governance practices, and the following deviation from best practice has been identified: * There is insufficient independent representation on the Board. The main reason for support is: * His chairmanship roles are at AIM companies and, taking this into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review.
7 Appoint RSM UK Audit LLP as Auditors For For
8 Authorise Board to Fix Remuneration of Auditors For For
9 Approve Remuneration Report For For
10 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
OnTheMarket plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Rogge Funds Plc - Multi-Asset Credit Fund
Meeting Date: 07/11/2018 Country: Ireland Meeting Type: Annual Ticker: N/A
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports and Review the Company's Affairs
2 Ratify PwC as Auditors For For
Blended Rationale: A vote AGAINST this resolution is warranted because: * No explanation for the change of auditors has been provided. * No information on the selection process undertaken by the Company which resulted in its decision to appoint PwC as auditors has been made available to shareholders.
3 Authorise Board to Fix Remuneration of Auditors For For
The Biotech Growth Trust PLC
Meeting Date: 07/11/2018 Country: United Kingdom Meeting Type: Annual Ticker: BIOG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
The Biotech Growth Trust PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Re-elect Andrew Joy as Director For For
Blended Rationale: Items 3 to 4 & 6 to 8 A vote FOR the election/re-election of Andrew Joy, Dame Kay Davies, Lord Willetts, Julia Le Blan and Geoff Hsu is warranted because no significant concerns have been identified. Item 5 A vote FOR the re-election of Steven Bates is warranted, although it is not without concern because: * Apart from his role as a NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * His external commitments are at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review.
4 Re-elect Dame Kay Davies as Director For For
Blended Rationale: Items 3 to 4 & 6 to 8 A vote FOR the election/re-election of Andrew Joy, Dame Kay Davies, Lord Willetts, Julia Le Blan and Geoff Hsu is warranted because no significant concerns have been identified. Item 5 A vote FOR the re-election of Steven Bates is warranted, although it is not without concern because: * Apart from his role as a NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * His external commitments are at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review.
5 Re-elect Steven Bates as Director For For
Blended Rationale: Items 3 to 4 & 6 to 8 A vote FOR the election/re-election of Andrew Joy, Dame Kay Davies, Lord Willetts, Julia Le Blan and Geoff Hsu is warranted because no significant concerns have been identified. Item 5 A vote FOR the re-election of Steven Bates is warranted, although it is not without concern because: * Apart from his role as a NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * His external commitments are at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review.
6 Re-elect Lord Willetts as Director For For
Blended Rationale: Items 3 to 4 & 6 to 8 A vote FOR the election/re-election of Andrew Joy, Dame Kay Davies, Lord Willetts, Julia Le Blan and Geoff Hsu is warranted because no significant concerns have been identified. Item 5 A vote FOR the re-election of Steven Bates is warranted, although it is not without concern because: * Apart from his role as a NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * His external commitments are at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review.
7 Re-elect Julia Le Blan as Director For For
Blended Rationale: Items 3 to 4 & 6 to 8 A vote FOR the election/re-election of Andrew Joy, Dame Kay Davies, Lord Willetts, Julia Le Blan and Geoff Hsu is warranted because no significant concerns have been identified. Item 5 A vote FOR the re-election of Steven Bates is warranted, although it is not without concern because: * Apart from his role as a NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * His external commitments are at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review.
8 Elect Geoff Hsu as Director For For
Blended Rationale: Items 3 to 4 & 6 to 8 A vote FOR the election/re-election of Andrew Joy, Dame Kay Davies, Lord Willetts, Julia Le Blan and Geoff Hsu is warranted because no significant concerns have been identified. Item 5 A vote FOR the re-election of Steven Bates is warranted, although it is not without concern because: * Apart from his role as a NED of the Company, he also serves in various roles at other publicly listed companies, which could compromise his ability to commit sufficient time to his role in the Company. The main reason for support is: * His external commitments are at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review.
9 Reappoint Ernst & Young LLP as Auditors and For For Authorise Their Remuneration
10 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
The Biotech Growth Trust PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Market Purchase of Ordinary Shares For For
13 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Triple Point Social Housing REIT Plc
Meeting Date: 07/11/2018 Country: United Kingdom Meeting Type: Special Ticker: N/A
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Acquisition of TP Social Housing For For Investments Limited from Pantechnicon Capital Limited
Triumph Group, Inc.
Meeting Date: 07/11/2018 Country: USA Meeting Type: Annual Ticker: TGI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Paul Bourgon For For
1.2 Elect Director Daniel J. Crowley For For
1.3 Elect Director Ralph E. Eberhart For For
1.4 Elect Director Daniel P. Garton For For
1.5 Elect Director Dawne S. Hickton For For
1.6 Elect Director William L. Mansfield For For
1.7 Elect Director Adam J. Palmer For For
1.8 Elect Director Joseph M. Silvestri For For
1.9 Elect Director Larry O. Spencer For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Triumph Group, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: The minimum vesting period is less than three years.
3 Approve Omnibus Stock Plan For For
Blended Rationale: The minimum vesting period is less than three years.
4 Ratify Ernst & Young LLP as Auditors For For
5 Reduce Ownership Threshold for Shareholders Against For to Call Special Meeting Voter Rationale: Enhanced shareholder rights
Blended Rationale: Enhanced shareholder rights
Vtech Holdings Ltd
Meeting Date: 07/11/2018 Country: Bermuda Meeting Type: Annual Ticker: 303
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3a Elect William Fung Kwok Lun as Director For Against
Voter Rationale: Overboarded and chairman of the nomination committee when considered a non-independent director nominee.
Blended Rationale: Overboarded and chairman of the nomination committee when considered a non-independent director nominee.
3b Elect Ko Ping Keung as Director For For
3c Elect Wong Kai Man as Director For For
3d Approve Directors' Fee For For
4 Approve KPMG as Auditor and Authorize Board For For to Fix Their Remuneration
5 Authorize Repurchase of Issued Share Capital For For
6 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
ABN AMRO Group N.V.
Meeting Date: 07/12/2018 Country: Netherlands Meeting Type: Special Ticker: ABN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2b Elect Tom de Swaan to Supervisory Board For For
Burberry Group plc
Meeting Date: 07/12/2018 Country: United Kingdom Meeting Type: Annual Ticker: BRBY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For Against
Voter Rationale: High quantum of fixed element of pay.
Blended Rationale: High quantum of fixed element of pay.
3 Approve Final Dividend For For
4 Elect Dr Gerry Murphy as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Fabiola Arredondo as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Ian Carter as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Jeremy Darroch as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Stephanie George as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Matthew Key as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Dame Carolyn McCall as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Burberry Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Elect Orna NiChionna as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Elect Ron Frasch as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Re-elect Julie Brown as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Re-elect Marco Gobbetti as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
15 Reappoint PricewaterhouseCoopers LLP as For For Auditors
16 Authorise the Audit Committee to Fix For For Remuneration of Auditors
17 Authorise EU Political Donations and For For Expenditure
18 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Market Purchase of Ordinary Shares For For
21 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Cyient Limited
Meeting Date: 07/12/2018 Country: India Meeting Type: Annual Ticker: 532175
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Dividends For For
3 Elect B.V.R. Mohan Reddy as Director For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Cyient Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Deloitte Haskins & Sells, Chartered For For Accountants as Auditors and Authorize Board to Fix Their Remuneration
Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the audit firm, its remuneration, and the way the audit was conducted.
5 Approve Branch Auditors and Authorize Board to For For Fix Their Remuneration
Blended Rationale: A vote FOR these proposals is warranted given the absence of any known issues concerning the audit firm, its remuneration, and the way the audit was conducted.
Harmony Gold Mining Company Ltd
Meeting Date: 07/12/2018 Country: South Africa Meeting Type: Special Ticker: HAR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Authorise Issuance of Shares to ARM Pursuant For For to a Vendor Consideration Placing
Harmony Gold Mining Company Ltd
Meeting Date: 07/12/2018 Country: South Africa Meeting Type: Special Ticker: HAR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Authorise Issuance of Shares to ARM Pursuant For For to a Vendor Consideration Placing
Helical plc
Meeting Date: 07/12/2018 Country: United Kingdom Meeting Type: Annual Ticker: HLCL
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Helical plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Re-elect Michael Slade as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4 Re-elect Richard Grant as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Gerald Kaye as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Tim Murphy as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Matthew Bonning-Snook as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Susan Clayton as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Richard Cotton as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Michael O'Donnell as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Appoint Deloitte LLP as Auditors For For
12 Authorise Board to Fix Remuneration of Auditors For For
13 Approve Remuneration Report For For
Blended Rationale: A vote AGAINST this resolution is warranted due to: * Large annual bonus pay-outs for the year under review are not considered to be in line with Company's performance.
14 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
15 Approve Annual Bonus Scheme 2018 For For
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Helical plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Johnson Electric Holdings Ltd.
Meeting Date: 07/12/2018 Country: Bermuda Meeting Type: Annual Ticker: 179
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Authorize Repurchase of Issued Share Capital For For
4a Elect Austin Jesse Wang as Director For For
4b Elect Peter Kin-Chung Wang as Director For For
4c Elect Joseph Chi-Kwong Yam as Director For For
5 Authorize Board to Fix Remuneration of For For Directors
6 Approve PricewaterhouseCoopers as Auditor For For and Authorize Board to Fix Their Remuneration
7 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights Voter Rationale: Issuance limit exceeds 10%
Blended Rationale: Issuance limit exceeds 10%
8 Authorize Reissuance of Repurchased Shares For Against
Voter Rationale: Discount limit not disclosed
Blended Rationale: Discount limit not disclosed
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Land Securities Group plc
Meeting Date: 07/12/2018 Country: United Kingdom Meeting Type: Annual Ticker: LAND
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
3 Approve Remuneration Report For For
4 Approve Final Dividend For For
5 Elect Colette O'Shea as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Elect Scott Parsons as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Robert Noel as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Martin Greenslade as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Christopher Bartram as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Edward Bonham Carter as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Re-elect Nicholas Cadbury as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Re-elect Cressida Hogg as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Re-elect Simon Palley as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Re-elect Stacey Rauch as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
15 Reappoint Ernst & Young LLP as Auditors For For
16 Authorise Board to Fix Remuneration of Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Land Securities Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17 Authorise EU Political Donations and For For Expenditure
18 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
21 Authorise Market Purchase of Ordinary Shares For For
Pets at Home Group Plc
Meeting Date: 07/12/2018 Country: United Kingdom Meeting Type: Annual Ticker: PETS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4A Re-elect Tony DeNunzio as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4B Re-elect Paul Moody as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4C Re-elect Dennis Millard as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4D Re-elect Sharon Flood as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Pets at Home Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4E Re-elect Stanislas Laurent as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4F Re-elect Mike Iddon as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5A Elect Peter Pritchard as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5B Elect Susan Dawson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Reappoint KPMG LLP as Auditors For For
7 Authorise Board to Fix Remuneration of Auditors For For
8 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
9 Authorise EU Political Donations and For For Expenditure
10 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
11 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Market Purchase of Ordinary Shares For For
13 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Telford Homes plc
Meeting Date: 07/12/2018 Country: United Kingdom Meeting Type: Annual Ticker: TEF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Telford Homes plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Final Dividend For For
3 Approve Remuneration Report For For
Blended Rationale: A vote AGAINST this resolution is warranted because: * A one-off joining bonus was paid to a newly appointed Executive Director.
4 Re-elect David Campbell as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
5 Re-elect Andrew Wiseman as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
6 Elect Jerome Geoghegan as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
7 Reappoint PricewaterhouseCoopers LLP as For For Auditors
8 Authorise the Audit Committee to Fix For For Remuneration of Auditors
9 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
10 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Templeton Emerging Markets Investment Trust plc
Meeting Date: 07/12/2018 Country: United Kingdom Meeting Type: Annual Ticker: TEM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Templeton Emerging Markets Investment Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Elect Charlie Ricketts as Director For For
Blended Rationale: Items 4, 6 & 8-9 A vote FOR the election/re-election of Charles Ricketts, Paul Manduca, Simon Jeffrey and Greg Johnson is warranted because no significant concerns have been identified. Items 5 & 7 A vote FOR the re-election of David Graham and Beatrice Hollond is warranted, although it is not without concern because: * Apart from their role as NEDs of the Company, they also serve as Directors at other listed companies, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * The majority of other companies where they serve on the Board are investment trusts and, taking this into account, a degree of flexibility is considered appropriate.
5 Re-elect David Graham as Director For For
Blended Rationale: Items 4, 6 & 8-9 A vote FOR the election/re-election of Charles Ricketts, Paul Manduca, Simon Jeffrey and Greg Johnson is warranted because no significant concerns have been identified. Items 5 & 7 A vote FOR the re-election of David Graham and Beatrice Hollond is warranted, although it is not without concern because: * Apart from their role as NEDs of the Company, they also serve as Directors at other listed companies, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * The majority of other companies where they serve on the Board are investment trusts and, taking this into account, a degree of flexibility is considered appropriate.
6 Re-elect Paul Manduca as Director For For
Blended Rationale: Items 4, 6 & 8-9 A vote FOR the election/re-election of Charles Ricketts, Paul Manduca, Simon Jeffrey and Greg Johnson is warranted because no significant concerns have been identified. Items 5 & 7 A vote FOR the re-election of David Graham and Beatrice Hollond is warranted, although it is not without concern because: * Apart from their role as NEDs of the Company, they also serve as Directors at other listed companies, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * The majority of other companies where they serve on the Board are investment trusts and, taking this into account, a degree of flexibility is considered appropriate.
7 Re-elect Beatrice Hollond as Director For For
Blended Rationale: Items 4, 6 & 8-9 A vote FOR the election/re-election of Charles Ricketts, Paul Manduca, Simon Jeffrey and Greg Johnson is warranted because no significant concerns have been identified. Items 5 & 7 A vote FOR the re-election of David Graham and Beatrice Hollond is warranted, although it is not without concern because: * Apart from their role as NEDs of the Company, they also serve as Directors at other listed companies, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * The majority of other companies where they serve on the Board are investment trusts and, taking this into account, a degree of flexibility is considered appropriate.
8 Re-elect Simon Jeffreys as Director For For
Blended Rationale: Items 4, 6 & 8-9 A vote FOR the election/re-election of Charles Ricketts, Paul Manduca, Simon Jeffrey and Greg Johnson is warranted because no significant concerns have been identified. Items 5 & 7 A vote FOR the re-election of David Graham and Beatrice Hollond is warranted, although it is not without concern because: * Apart from their role as NEDs of the Company, they also serve as Directors at other listed companies, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * The majority of other companies where they serve on the Board are investment trusts and, taking this into account, a degree of flexibility is considered appropriate.
9 Re-elect Gregory Johnson as Director For For
Blended Rationale: Items 4, 6 & 8-9 A vote FOR the election/re-election of Charles Ricketts, Paul Manduca, Simon Jeffrey and Greg Johnson is warranted because no significant concerns have been identified. Items 5 & 7 A vote FOR the re-election of David Graham and Beatrice Hollond is warranted, although it is not without concern because: * Apart from their role as NEDs of the Company, they also serve as Directors at other listed companies, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * The majority of other companies where they serve on the Board are investment trusts and, taking this into account, a degree of flexibility is considered appropriate.
10 Reappoint Deloitte LLP as Auditors For For
11 Authorise Board to Fix Remuneration of Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Templeton Emerging Markets Investment Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Market Purchase of Ordinary Shares For For
15 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Columbus Energy Resources plc
Meeting Date: 07/13/2018 Country: United Kingdom Meeting Type: Annual Ticker: CERP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
Blended Rationale: A vote AGAINST this resolution is warranted because of the following deviations from best practice: * The Board does not comprise at least two independent NEDs; * The Audit and Remuneration Committees are not fully independent; * An Executive Director sits on the Audit Committee; * Leo Koot holds the combined office of Chair and CEO, which calls into question whether the Board can adequately oversee and evaluate the performance of senior officers and the Company; * The performance conditions of the share options granted during the year relate to share price targets, a measure considered to have a number of drawbacks; * These options may vest in less than three years; * A NED has been granted multiple share options during the year under review; and * Former Executives and a former NED received termination benefits during the year. It is also noted that the Company's AGM will be held in July 2018. This is beyond the requirement for UK incorporated public companies to hold their AGMs within six months after the year end.
2 Re-elect Gordon Stein as Director For For
Blended Rationale: An ABSTENTION on the re-election of Gordon Stein is warranted because: * He is an Executive Director and is currently a member of the Remuneration Committee, which is not in line with UK best practice recommendations. A vote AGAINST this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
3 Reappoint Chapman Davis LLP as Auditors and For For Authorise Their Remuneration
4 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: Item 4 A vote FOR this resolution is warranted because the proposed amount and duration are within recommended limits. Item 5 A vote AGAINST this resolution is warranted because: * The proposed amount exceeds the recommended limit of 10 percent of issued share capital.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Columbus Energy Resources plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Authorise Issue of Equity without Pre-emptive For Against Rights Voter Rationale: Excessive dilution
Blended Rationale: Excessive dilution
DCC plc
Meeting Date: 07/13/2018 Country: Ireland Meeting Type: Annual Ticker: DCC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Remuneration Report For For
4a Re-elect Emma FitzGerald as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4b Re-elect David Jukes as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4c Re-elect Pamela Kirby as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4d Re-elect Jane Lodge as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4e Re-elect Cormac McCarthy as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4f Re-elect John Moloney as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4g Re-elect Donal Murphy as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4h Re-elect Fergal O'Dwyer as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4i Elect Mark Ryan as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
DCC plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4j Re-elect Leslie Van de Walle as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Authorise Board to Fix Remuneration of Auditors For For
6 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
7 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
8 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
9 Authorise Market Purchase of Shares For For
10 Authorise Reissuance Price Range of Treasury For For Shares
Spectrum Brands Holdings, Inc.
Meeting Date: 07/13/2018 Country: USA Meeting Type: Special Ticker: SPB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger Agreement For For
2 Adjourn Meeting For For
3 Approve Reverse Stock Split For For
4 Amend Charter For For
5 Reduce Authorized Common Stock For For
6 Increase Authorized Preferred Stock For For
7 Amend Security Transfer Restrictions For For
8 Amend Charter For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Workspace Group plc
Meeting Date: 07/13/2018 Country: United Kingdom Meeting Type: Annual Ticker: WKP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Daniel Kitchen as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4 A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his position at Workspace Group plc, Daniel Kitchen also holds chairmanships at Hibernia REIT plc and Applegreen plc and a non-executive directorship at LXB Retail Properties plc. The main reason for support is: * His board positions are in relatively smaller-sized companies. A degree of flexibility is considered appropriate in considering his external commitments, which will be kept under review going forward.
5 Re-elect Jamie Hopkins as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4 A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his position at Workspace Group plc, Daniel Kitchen also holds chairmanships at Hibernia REIT plc and Applegreen plc and a non-executive directorship at LXB Retail Properties plc. The main reason for support is: * His board positions are in relatively smaller-sized companies. A degree of flexibility is considered appropriate in considering his external commitments, which will be kept under review going forward.
6 Re-elect Graham Clemett as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4 A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his position at Workspace Group plc, Daniel Kitchen also holds chairmanships at Hibernia REIT plc and Applegreen plc and a non-executive directorship at LXB Retail Properties plc. The main reason for support is: * His board positions are in relatively smaller-sized companies. A degree of flexibility is considered appropriate in considering his external commitments, which will be kept under review going forward.
7 Re-elect Dr Maria Moloney as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4 A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his position at Workspace Group plc, Daniel Kitchen also holds chairmanships at Hibernia REIT plc and Applegreen plc and a non-executive directorship at LXB Retail Properties plc. The main reason for support is: * His board positions are in relatively smaller-sized companies. A degree of flexibility is considered appropriate in considering his external commitments, which will be kept under review going forward.
8 Re-elect Chris Girling as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4 A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his position at Workspace Group plc, Daniel Kitchen also holds chairmanships at Hibernia REIT plc and Applegreen plc and a non-executive directorship at LXB Retail Properties plc. The main reason for support is: * His board positions are in relatively smaller-sized companies. A degree of flexibility is considered appropriate in considering his external commitments, which will be kept under review going forward.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Workspace Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Damon Russell as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4 A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his position at Workspace Group plc, Daniel Kitchen also holds chairmanships at Hibernia REIT plc and Applegreen plc and a non-executive directorship at LXB Retail Properties plc. The main reason for support is: * His board positions are in relatively smaller-sized companies. A degree of flexibility is considered appropriate in considering his external commitments, which will be kept under review going forward.
10 Re-elect Stephen Hubbard as Director For For
Blended Rationale: Items 5-10 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4 A vote FOR this candidate is considered warranted, although it is not without concern for shareholders: * In addition to his position at Workspace Group plc, Daniel Kitchen also holds chairmanships at Hibernia REIT plc and Applegreen plc and a non-executive directorship at LXB Retail Properties plc. The main reason for support is: * His board positions are in relatively smaller-sized companies. A degree of flexibility is considered appropriate in considering his external commitments, which will be kept under review going forward.
11 Reappoint KPMG LLP as Auditors For For
12 Authorise the Audit Committee to Fix For For Remuneration of Auditors
13 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: Item 13A vote FOR this resolution is warranted because the proposed amounts and durations are within recommended limits.Items 15 and 16A vote FOR these resolutions is warranted although it is noted that:The full non-pre-emptive authorities were utilized in respect of a Placing. On 6 June 2018, the Company announced that it had placed 16,320,062 (9.96% of ISC prior to the Placing) new ordinary shares of 100 pence each in the equity capital of the Company, raising gross proceeds of approximately GBP 179.5 million. The Company states that the proceeds will be used to finance the following: (i) capital expenditure required for the ongoing project pipeline; (ii) continued implementation of the targeted acquisition strategy of properties across London; and (iii) the acquisition of the Centro buildings in Camden for GBP 109 million in February 2018 and the remaining two Centro buildings for GBP 76.5 million in April 2018.It may be of some concern that a portion of the funds raised through the placing were for non-specific capital expenditure. However, given the sums involved, the specified acquisitions would seem to account for the greater part of the money raised. In addition, the dilution limit and discount level of the placing are in line with the principles set out under the Pre-Emption Group Guidelines. The proposed amounts and durations of the general authority are within recommended limits. .
14 Authorise EU Political Donations and For For Expenditure
15 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: Item 13A vote FOR this resolution is warranted because the proposed amounts and durations are within recommended limits.Items 15 and 16A vote FOR these resolutions is warranted although it is noted that:The full non-pre-emptive authorities were utilized in respect of a Placing. On 6 June 2018, the Company announced that it had placed 16,320,062 (9.96% of ISC prior to the Placing) new ordinary shares of 100 pence each in the equity capital of the Company, raising gross proceeds of approximately GBP 179.5 million. The Company states that the proceeds will be used to finance the following: (i) capital expenditure required for the ongoing project pipeline; (ii) continued implementation of the targeted acquisition strategy of properties across London; and (iii) the acquisition of the Centro buildings in Camden for GBP 109 million in February 2018 and the remaining two Centro buildings for GBP 76.5 million in April 2018.It may be of some concern that a portion of the funds raised through the placing were for non-specific capital expenditure. However, given the sums involved, the specified acquisitions would seem to account for the greater part of the money raised. In addition, the dilution limit and discount level of the placing are in line with the principles set out under the Pre-Emption Group Guidelines. The proposed amounts and durations of the general authority are within recommended limits. .
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Workspace Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
16 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: Item 13A vote FOR this resolution is warranted because the proposed amounts and durations are within recommended limits.Items 15 and 16A vote FOR these resolutions is warranted although it is noted that:The full non-pre-emptive authorities were utilized in respect of a Placing. On 6 June 2018, the Company announced that it had placed 16,320,062 (9.96% of ISC prior to the Placing) new ordinary shares of 100 pence each in the equity capital of the Company, raising gross proceeds of approximately GBP 179.5 million. The Company states that the proceeds will be used to finance the following: (i) capital expenditure required for the ongoing project pipeline; (ii) continued implementation of the targeted acquisition strategy of properties across London; and (iii) the acquisition of the Centro buildings in Camden for GBP 109 million in February 2018 and the remaining two Centro buildings for GBP 76.5 million in April 2018.It may be of some concern that a portion of the funds raised through the placing were for non-specific capital expenditure. However, given the sums involved, the specified acquisitions would seem to account for the greater part of the money raised. In addition, the dilution limit and discount level of the placing are in line with the principles set out under the Pre-Emption Group Guidelines. The proposed amounts and durations of the general authority are within recommended limits. .
17 Authorise Market Purchase of Ordinary Shares For For
18 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Investment AB Kinnevik
Meeting Date: 07/16/2018 Country: Sweden Meeting Type: Special Ticker: KINV B
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Elect Chairman of Meeting For For
Blended Rationale: These are routine meeting formalities.
3 Prepare and Approve List of Shareholders For For
Blended Rationale: These are routine meeting formalities.
4 Approve Agenda of Meeting For For
Blended Rationale: These are routine meeting formalities.
5 Designate Inspector(s) of Minutes of Meeting For For
Blended Rationale: These are routine meeting formalities.
6 Acknowledge Proper Convening of Meeting For For
Blended Rationale: These are routine meeting formalities.
7 Approve Distribution of All of Company's Shares For For in MTG to Company's Shareholders
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
JPMorgan European Investment Trust plc
Meeting Date: 07/16/2018 Country: United Kingdom Meeting Type: Annual Ticker: JETG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
3 Approve Remuneration Report For For
4 Re-elect Andrew Adcock as Director For For
Blended Rationale: Items 4 & 5 A vote FOR the re-election of Andrew Adcock and Josephine Dixon is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at multiple public company boards, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Most of the external positions are at investment trust companies and, taking this into account, a level of flexibility is considered appropriate. Items 6 to 8 A vote FOR the re-election of Stephen Goldman, Stephen Russell and Jutta af Rosenborg is warranted because no significant concerns have been identified.
5 Re-elect Josephine Dixon as Director For For
Blended Rationale: Items 4 & 5 A vote FOR the re-election of Andrew Adcock and Josephine Dixon is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at multiple public company boards, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Most of the external positions are at investment trust companies and, taking this into account, a level of flexibility is considered appropriate. Items 6 to 8 A vote FOR the re-election of Stephen Goldman, Stephen Russell and Jutta af Rosenborg is warranted because no significant concerns have been identified.
6 Re-elect Stephen Goldman as Director For For
Blended Rationale: Items 4 & 5 A vote FOR the re-election of Andrew Adcock and Josephine Dixon is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at multiple public company boards, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Most of the external positions are at investment trust companies and, taking this into account, a level of flexibility is considered appropriate. Items 6 to 8 A vote FOR the re-election of Stephen Goldman, Stephen Russell and Jutta af Rosenborg is warranted because no significant concerns have been identified.
7 Re-elect Stephen Russell as Director For For
Blended Rationale: Items 4 & 5 A vote FOR the re-election of Andrew Adcock and Josephine Dixon is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at multiple public company boards, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Most of the external positions are at investment trust companies and, taking this into account, a level of flexibility is considered appropriate. Items 6 to 8 A vote FOR the re-election of Stephen Goldman, Stephen Russell and Jutta af Rosenborg is warranted because no significant concerns have been identified.
8 Re-elect Jutta af Rosenborg as Director For For
Blended Rationale: Items 4 & 5 A vote FOR the re-election of Andrew Adcock and Josephine Dixon is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at multiple public company boards, which could compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Most of the external positions are at investment trust companies and, taking this into account, a level of flexibility is considered appropriate. Items 6 to 8 A vote FOR the re-election of Stephen Goldman, Stephen Russell and Jutta af Rosenborg is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
JPMorgan European Investment Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Reappoint Ernst & Young LLP as Auditors and For For Authorise Their Remuneration
10 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
11 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Market Purchase of Ordinary Shares For For
13 Authorise Off-Market Purchase For For
Korea Electric Power Corp.
Meeting Date: 07/16/2018 Country: South Korea Meeting Type: Special Ticker: A015760
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Kim Dong-sub as Inside Director For For
1.2 Elect Kim Hoe-chun as Inside Director For For
1.3 Elect Park Hyung-duck as Inside Director For For
1.4 Elect Lim Hyun-seung as Inside Director For For
2.1 Elect Noh Geum-sun as a Member of Audit For For Committee
2.2 Elect Jung Yeon-gil as a Member of Audit For For Committee
Korea Electric Power Corp.
Meeting Date: 07/16/2018 Country: South Korea Meeting Type: Special Ticker: A015760
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4.1.1 Elect Kim Dong-sub as Inside Director For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Korea Electric Power Corp.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
4.1.2 Elect Kim Hoe-chun as Inside Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
4.1.3 Elect Park Hyung-duck as Inside Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
4.1.4 Elect Lim Hyun-seung as Inside Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
4.2.1 Elect Noh Geum-sun as a Member of Audit For For Committee
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's audit committee.
4.2.2 Elect Jung Yeon-gil as a Member of Audit For For Committee
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's audit committee.
Alstom
Meeting Date: 07/17/2018 Country: France Meeting Type: Special Ticker: ALO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Remove Double-Voting Rights for Long-Term For For Registered Shareholders and Amend Article 15 of Bylaws Accordingly
2 Authorize Filing of Required Documents/Other For For Formalities
Alstom
Meeting Date: 07/17/2018 Country: France Meeting Type: Annual/Special Ticker: ALO
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Alstom
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements and Statutory For For Reports
Blended Rationale: Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
2 Approve Consolidated Financial Statements and For For Statutory Reports
Blended Rationale: Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
3 Approve Allocation of Income and Dividends of For For EUR 0.35 per Share
4 Approve Transaction with Bouygues SA Re: For For Strategic Combination of Alstom and Siemens Mobility Business
Blended Rationale: A vote FOR this proposal is warranted based on the information disclosed in the auditors' special report, and on the rationale and context provided by the company (Item 4). A vote AGAINST this proposal is warranted as (Item 5): * The transaction entered into with Rothschild & Cie raises a risk of conflict of interests and impairs the independence of a non-executive director (Klaus Mangold). * There is no compelling rationale justifying that the transaction has been concluded in shareholders' interests; and * The information around the pricing is vague.
5 Approve Transaction with Rothschild and Cie Re: For For Financial Adviser in Connection with Transaction Above
Blended Rationale: A vote FOR this proposal is warranted based on the information disclosed in the auditors' special report, and on the rationale and context provided by the company (Item 4). A vote AGAINST this proposal is warranted as (Item 5): * The transaction entered into with Rothschild & Cie raises a risk of conflict of interests and impairs the independence of a non-executive director (Klaus Mangold). * There is no compelling rationale justifying that the transaction has been concluded in shareholders' interests; and * The information around the pricing is vague.
6 Reelect Olivier Bouygues as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
7 Reelect Bouygues SA as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Alstom
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Reelect Bi Yong Chungunco as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
9 Elect Baudouin Prot as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
10 Elect Clotilde Delbos as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
11 Approve Remuneration Policy of Chairman and For For CEO
12 Approve Compensation of Chairman and CEO For For
13 Approve Contribution in Kind from Siemens For For France Holding; Issue Shares to Remunerate the Contribution in kind
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
14 Approve Contribution in Kind from Siemens For For Mobility Holding; Issue Shares to Remunerate the Contribution in kind
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
15 Change Company Name to Siemens Alstom and For For Amend Article 2 of Bylaws Accordingly
16 Change Fiscal Year End to Sept. 30 and Amend For For Article 19 of Bylaws Accordingly
17 Remove Double-Voting Rights for Long-Term For For Registered Shareholders and Amend Article 15 of Bylaws Accordingly
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Alstom
Proposal Vote Number Proposal Text Mgmt Rec Instruction
18 Pursuant to Items 13-17 Above and 33-44 For For Below, Adopt New Bylaws
19 Approve Spin-Off Agreement with Alstom For For Holdings Re: Alstom Contribution Agreement
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
20 Authorize Issuance of Equity or Equity-Linked For For Securities with Preemptive Rights, and/or Capitalization of Reserves, up to Aggregate Nominal Amount of EUR 510 Million Before Completion of the French and Luxembourg Contribution and EUR 1,040 Million After
Blended Rationale: Votes FOR these authorizations are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
21 Authorize Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 155 Million Before Completion of the French and Luxembourg Contribution and EUR 315 Million After
Blended Rationale: Votes FOR these authorizations are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
22 Approve Issuance of Equity or Equity-Linked For For Securities for Private Placements, up to Aggregate Nominal Amount of EUR 155 Million Before Completion of the French and Luxembourg Contribution and EUR 315 Million After
Blended Rationale: Votes FOR these authorizations are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
23 Authorize Capital Increase of up to 10 Percent For For of Issued Capital for Contributions in Kind
Blended Rationale: Votes FOR these authorizations are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
24 Authorize Board to Increase Capital in the Event For For of Additional Demand Related to Delegation Submitted to Shareholder Vote Above
Blended Rationale: Votes FOR these authorizations are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
25 Authorize Board to Set Issue Price for 10 For For Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights
Blended Rationale: Votes FOR these authorizations are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Alstom
Proposal Vote Number Proposal Text Mgmt Rec Instruction
26 Authorize Capital Increase of Up to EUR 155 For For Million Before Completion of the French and Luxembourg Contribution and EUR 315 Million After, for Future Exchange Offers
Blended Rationale: Votes FOR these authorizations are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
27 Authorize Issuance of Equity upon Conversion of For For a Subsidiary's Equity-Linked Securities for Up to EUR 155 Million Before Completion of the French and Luxembourg Contribution and EUR 315 Million After
Blended Rationale: Votes FOR these authorizations are warranted as their proposed volumes respect the recommended guidelines for issuances with and without preemptive rights.
28 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
29 Authorize Capital Issuances for Use in Employee For For Stock Purchase Plans
Blended Rationale: Votes FOR are warranted because the plans could increase employee participation to a level of ownership that would remain acceptable for savings-related share purchase plans.
30 Authorize Capital Issuances for Use in Employee For For Stock Purchase Plans Reserved for Employees of the Group's Subsidiaries
Blended Rationale: Votes FOR are warranted because the plans could increase employee participation to a level of ownership that would remain acceptable for savings-related share purchase plans.
31 Authorize up to 5 Million Shares for Use in For For Restricted Stock Plans
32 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
33 Approval of Exceptional Reserves and/or For For Premiums Distributions for an Amount of EUR 4 per Share (Distribution A) and of up to EUR 4 per Share (Distribution B)
34 Elect Henri Poupart-Lafarge as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Alstom
Proposal Vote Number Proposal Text Mgmt Rec Instruction
35 Reelect Yann Delabriere as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
36 Reelect Baudouin Prot as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
37 Reelect Clotilde Delbos as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
38 Elect Sylvie Kande de Beaupuy as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
39 Elect Roland Busch as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Alstom
Proposal Vote Number Proposal Text Mgmt Rec Instruction
40 Elect Sigmar H. Gabriel as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
41 Elect Janina Kugel as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
42 Elect Christina M. Stercken as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
43 Elect Ralf P. Thomas as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
44 Elect Mariel von Schumann as Director For For
Blended Rationale: CANDIDATES TO ALSTOM BOARD (UNTIL COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 8-10).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (including all board members: 57 percent vs 33.3 percent recommended; excluding government representatives, employee representatives, and employee shareholder representatives (if any): 57 percent vs 50 percent recommended) and the absence of specific concerns (Items 6-7). CANDIDATES TO SIEMENS ALSTOM BOARD (POST COMPLETION OF THE TRANSACTION)Votes FOR the (re)elections of these independent nominees are warranted in the absence of specific concerns (Items 35-38, 40, and 42).Votes FOR the (re)elections of these non-independent nominees are warranted given the satisfactory level of board independence (54 percent vs. 33.33 percent recommended) and the absence of specific concerns (Items 34, 39, 41, 43-44).
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Alstom
Proposal Vote Number Proposal Text Mgmt Rec Instruction
45 Approve Non-Compete Agreement with Henri For For Poupart-Lafarge
Blended Rationale: A vote AGAINST this proposal is warranted as: * There is a lack of disclosure around the determination of a significant cash payment to be granted to the future CEO in title of a previously defined benefits pension scheme, while he is still far from the legal retirement age; and * The award of a non-compete agreement, which by definition is not subject to performance condition, constitutes a significant post-mandate advantage (vs. the previous termination package partially subject to the achievement of performance conditions) that is not justified by a compelling rationale.
46 Approve Remuneration Policy of CEO, Following For For Completion Date of Contributions
47 Approve Remuneration Policy of Chairman of For For the Board, Following Completion Date of Contributions
48 Authorize Filing of Required Documents/Other For For Formalities
Constellation Brands, Inc.
Meeting Date: 07/17/2018 Country: USA Meeting Type: Annual Ticker: STZ
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Jerry Fowden For For
1.2 Elect Director Barry A. Fromberg For For
1.3 Elect Director Robert L. Hanson For For
1.4 Elect Director Ernesto M. Hernandez For For
1.5 Elect Director Susan Somersille Johnson For For
1.6 Elect Director James A. Locke, III For Withhold
Voter Rationale: Non-independent member of a key board committee.
Blended Rationale: Non-independent member of a key board committee.
1.7 Elect Director Daniel J. McCarthy For For
1.8 Elect Director Richard Sands For For
1.9 Elect Director Robert Sands For For
1.10 Elect Director Judy A. Schmeling For For
1.11 Elect Director Keith E. Wandell For For
2 Ratify KPMG LLP as Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Constellation Brands, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: The minimum vesting period is less than three years.
Dairy Crest Group plc
Meeting Date: 07/17/2018 Country: United Kingdom Meeting Type: Annual Ticker: DCG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Mark Allen as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Tom Atherton as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Adam Braithwaite as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Elect Moni Mannings as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Elect John Gibney as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Stephen Alexander as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Sue Farr as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Re-elect Richard Macdonald as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Reappoint Deloitte LLP as Auditors For For
13 Authorise Board to Fix Remuneration of Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Dairy Crest Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
14 Authorise the Company to Call General Meetings For For with Two Weeks' Notice
15 Authorise EU Political Donations and For For Expenditure
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Market Purchase of Ordinary Shares For For
Firstgroup plc
Meeting Date: 07/17/2018 Country: United Kingdom Meeting Type: Annual Ticker: FGP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
3 Approve Remuneration Report For For
4 Elect David Robbie as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
5 Re-elect Warwick Brady as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
6 Re-elect Matthew Gregory as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Firstgroup plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Re-elect Jimmy Groombridge as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
8 Re-elect Drummond Hall as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
9 Re-elect Wolfhart Hauser as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Re-elect Martha Poulter as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
11 Re-elect Imelda Walsh as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
12 Re-elect Jim Winestock as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
13 Reappoint Deloitte LLP as Auditors For For
14 Authorise Board to Fix Remuneration of Auditors For For
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Market Purchase of Ordinary Shares For For
19 Authorise EU Political Donations and For For Expenditure
20 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
21 Approve Long Term Incentive Plan For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
HICL Infrastructure Company Ltd
Meeting Date: 07/17/2018 Country: Guernsey Meeting Type: Annual Ticker: HICL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Re-elect Ian Russell as Director For For
Blended Rationale: Items 2, 4, 5, 6, and 8 A vote FOR the re-election of Ian Russell, Simon Holden, Francis (Frank) Nelson, Kenneth Reid, and the election of Michael Bane is warranted because no significant concerns have been identified. Items 3 and 7 A vote FOR the re-election of Sally-Ann (Susie) Farnon and Christopher (Chris) Russell is warranted, although it is not without concern for shareholders because: * Apart from their role as NEDs of the Company, they also serve in various roles at other publicly listed companies, which could potentially compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Majority of their outside roles are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Their external commitments will be kept under review.
3 Re-elect Sally-Ann Farnon as Director For For
Blended Rationale: Items 2, 4, 5, 6, and 8 A vote FOR the re-election of Ian Russell, Simon Holden, Francis (Frank) Nelson, Kenneth Reid, and the election of Michael Bane is warranted because no significant concerns have been identified. Items 3 and 7 A vote FOR the re-election of Sally-Ann (Susie) Farnon and Christopher (Chris) Russell is warranted, although it is not without concern for shareholders because: * Apart from their role as NEDs of the Company, they also serve in various roles at other publicly listed companies, which could potentially compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Majority of their outside roles are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Their external commitments will be kept under review.
4 Re-elect Simon Holden as Director For For
Blended Rationale: Items 2, 4, 5, 6, and 8 A vote FOR the re-election of Ian Russell, Simon Holden, Francis (Frank) Nelson, Kenneth Reid, and the election of Michael Bane is warranted because no significant concerns have been identified. Items 3 and 7 A vote FOR the re-election of Sally-Ann (Susie) Farnon and Christopher (Chris) Russell is warranted, although it is not without concern for shareholders because: * Apart from their role as NEDs of the Company, they also serve in various roles at other publicly listed companies, which could potentially compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Majority of their outside roles are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Their external commitments will be kept under review.
5 Re-elect Frank Nelson as Director For For
Blended Rationale: Items 2, 4, 5, 6, and 8 A vote FOR the re-election of Ian Russell, Simon Holden, Francis (Frank) Nelson, Kenneth Reid, and the election of Michael Bane is warranted because no significant concerns have been identified. Items 3 and 7 A vote FOR the re-election of Sally-Ann (Susie) Farnon and Christopher (Chris) Russell is warranted, although it is not without concern for shareholders because: * Apart from their role as NEDs of the Company, they also serve in various roles at other publicly listed companies, which could potentially compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Majority of their outside roles are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Their external commitments will be kept under review.
6 Re-elect Kenneth Reid as Director For For
Blended Rationale: Items 2, 4, 5, 6, and 8 A vote FOR the re-election of Ian Russell, Simon Holden, Francis (Frank) Nelson, Kenneth Reid, and the election of Michael Bane is warranted because no significant concerns have been identified. Items 3 and 7 A vote FOR the re-election of Sally-Ann (Susie) Farnon and Christopher (Chris) Russell is warranted, although it is not without concern for shareholders because: * Apart from their role as NEDs of the Company, they also serve in various roles at other publicly listed companies, which could potentially compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Majority of their outside roles are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Their external commitments will be kept under review.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
HICL Infrastructure Company Ltd
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Re-elect Christopher Russell as Director For For
Blended Rationale: Items 2, 4, 5, 6, and 8 A vote FOR the re-election of Ian Russell, Simon Holden, Francis (Frank) Nelson, Kenneth Reid, and the election of Michael Bane is warranted because no significant concerns have been identified. Items 3 and 7 A vote FOR the re-election of Sally-Ann (Susie) Farnon and Christopher (Chris) Russell is warranted, although it is not without concern for shareholders because: * Apart from their role as NEDs of the Company, they also serve in various roles at other publicly listed companies, which could potentially compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Majority of their outside roles are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Their external commitments will be kept under review.
8 Elect Michael Bane as Director For For
Blended Rationale: Items 2, 4, 5, 6, and 8 A vote FOR the re-election of Ian Russell, Simon Holden, Francis (Frank) Nelson, Kenneth Reid, and the election of Michael Bane is warranted because no significant concerns have been identified. Items 3 and 7 A vote FOR the re-election of Sally-Ann (Susie) Farnon and Christopher (Chris) Russell is warranted, although it is not without concern for shareholders because: * Apart from their role as NEDs of the Company, they also serve in various roles at other publicly listed companies, which could potentially compromise their ability to commit sufficient time to their role in the Company. The main reason for support is: * Majority of their outside roles are at investment trusts. Taking this into account, a degree of flexibility is considered appropriate. Their external commitments will be kept under review.
9 Approve Remuneration Report For For
10 Ratify KPMG Channel Islands Limited as For For Auditors
11 Authorise Board to Fix Remuneration of Auditors For For
12 Approve Dividend Policy For For
13 Approve Scrip Dividend Program For For
14 Authorise Market Purchase of Ordinary Shares For For
15 Approve Increase in the Maximum Aggregate For For Annual Remuneration Cap Payable to Directors
16 Authorise Issue of Equity without Pre-emptive For For Rights
Industria de Diseno Textil (INDITEX)
Meeting Date: 07/17/2018 Country: Spain Meeting Type: Annual Ticker: ITX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Standalone Financial Statements For For
Blended Rationale: Votes FOR these items are warranted due to a lack of concerns regarding the accounts presented or audit procedures used and the board's fulfillment of its fiduciary duties for the year in review.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Industria de Diseno Textil (INDITEX)
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Consolidated Financial Statements and For For Discharge of Board
Blended Rationale: Votes FOR these items are warranted due to a lack of concerns regarding the accounts presented or audit procedures used and the board's fulfillment of its fiduciary duties for the year in review.
3 Approve Allocation of Income and Dividends For For
4.a Reelect Rodrigo Echenique Gordillo as Director For For
Blended Rationale: Votes FOR these items are warranted due to a lack of concerns about the independent director nominees.
4.b Elect Pilar Lopez Alvarez as Director For For
Blended Rationale: Votes FOR these items are warranted due to a lack of concerns about the independent director nominees.
5 Approve Remuneration Policy For For
6 Renew Appointment of Deloitte as Auditor For For
7 Advisory Vote on Remuneration Report For For
8 Authorize Board to Ratify and Execute Approved For For Resolutions
JPMorgan Funds - America Equity Fund
Meeting Date: 07/17/2018 Country: Luxembourg Meeting Type: Special Ticker: N/A
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve General Update of the Articles to For For Introduce Provisions in the Articles Mainly to Comply with the Regulation to be Effective on 3 December 2018 or on Any Other Date as Decided by the Directors But No Later Than 21 January 2019
Mapletree Industrial Trust
Meeting Date: 07/17/2018 Country: Singapore Meeting Type: Annual Ticker: ME8U
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Mapletree Industrial Trust
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Adopt Report of the Trustee, Statement by the For For Manager, Audited Financial Statements and Auditors' Report
2 Approve PricewaterhouseCoopers LLP as Auditor For For and Authorize the Manager to Fix Their Remuneration
3 Approve Issuance of Equity or Equity-Linked For Against Securities with or without Preemptive Rights Voter Rationale: Issuance limit for shares without pre-emptive rights exceeds our 10% threshold
Blended Rationale: Issuance limit for shares without pre-emptive rights exceeds our 10% threshold
N Brown Group plc
Meeting Date: 07/17/2018 Country: United Kingdom Meeting Type: Annual Ticker: BWNG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For Against
Voter Rationale: Pay for performance disconnect and lack of shareholding of executives.
Blended Rationale: Pay for performance disconnect and lack of shareholding of executives.
3 Approve Final Dividend For For
4 Elect Gill Barr as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
5 Elect Michael Ross as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
6 Elect Matt Davies as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
7 Re-elect Angela Spindler as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
8 Re-elect Lord Alliance of Manchester as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
N Brown Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Ron McMillan as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Re-elect Richard Moross as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
11 Re-elect Lesley Jones as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
12 Re-elect Craig Lovelace as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
13 Reappoint KPMG LLP as Auditors and Authorise For For Their Remuneration
14 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
15 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Polski Koncern Naftowy Orlen SA
Meeting Date: 07/17/2018 Country: Poland Meeting Type: Annual Ticker: PKN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Terms of Remuneration of None Against Management Board Members Voter Rationale: No justification provided.
Blended Rationale: No justification provided.
The British Land Company PLC
Meeting Date: 07/17/2018 Country: United Kingdom Meeting Type: Annual Ticker: BLND
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
The British Land Company PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Elect Simon Carter as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4 Elect Alastair Hughes as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Elect Preben Prebensen as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Elect Rebecca Worthington as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect John Gildersleeve as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Lynn Gladden as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Chris Grigg as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect William Jackson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Re-elect Nicholas Macpherson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Re-elect Charles Maudsley as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Re-elect Tim Roberts as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Re-elect Tim Score as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
15 Re-elect Laura Wade-Gery as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
16 Reappoint PricewaterhouseCoopers LLP as For For Auditors
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
The British Land Company PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17 Authorise Board to Fix Remuneration of Auditors For For
18 Authorise EU Political Donations and For For Expenditure
19 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
21 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
22 Authorise Market Purchase of Ordinary Shares For For
23 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
24 Adopt New Articles of Association For For
Vodacom Group Ltd
Meeting Date: 07/17/2018 Country: South Africa Meeting Type: Annual Ticker: VOD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports for the Year Ended 31 March 2018
2 Elect Saki Macozoma as Director For For
Blended Rationale: Items 2-4 A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors. Item 5 A vote AGAINST this item is warranted: * Michael Joseph is a non-independent NED who serves as a member of a board on which there is no majority of independent NEDs among the NEDs. The absence of an independent majority is a potential concern for minority shareholders in this controlled company.
3 Re-elect Priscillah Mabelane as Director For For
Blended Rationale: Items 2-4 A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors. Item 5 A vote AGAINST this item is warranted: * Michael Joseph is a non-independent NED who serves as a member of a board on which there is no majority of independent NEDs among the NEDs. The absence of an independent majority is a potential concern for minority shareholders in this controlled company.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Vodacom Group Ltd
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Re-elect David Brown as Director For For
Blended Rationale: Items 2-4 A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors. Item 5 A vote AGAINST this item is warranted: * Michael Joseph is a non-independent NED who serves as a member of a board on which there is no majority of independent NEDs among the NEDs. The absence of an independent majority is a potential concern for minority shareholders in this controlled company.
5 Re-elect Michael Joseph as Director For Against
Voter Rationale: Michael Joseph is a non-independent NED who serves as a member of a board where NEDs are not majority independent
Blended Rationale: Michael Joseph is a non-independent NED who serves as a member of a board where NEDs are not majority independent
6 Reappoint PricewaterhouseCoopers Inc as For For Auditors of the Company with D von Hoesslin as the Individual Registered Auditor
7 Approve Remuneration Policy For For
8 Approve Implementation of the Remuneration For For Policy
9 Re-elect David Brown as Member of the Audit, For For Risk and Compliance Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
10 Elect Saki Macozoma as Member of the Audit, For For Risk and Compliance Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
11 Re-elect Priscillah Mabelane as Member of the For For Audit, Risk and Compliance Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
12 Authorise Repurchase of Issued Share Capital For For
13 Approve Increase in Non-Executive Directors' For For Fees
Zee Entertainment Enterprises Ltd.
Meeting Date: 07/17/2018 Country: India Meeting Type: Annual Ticker: ZEEL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Dividend on Preference Shares For For
Blended Rationale: A vote FOR these resolutions is warranted because these are routine dividend proposals.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Zee Entertainment Enterprises Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Dividend on Equity Shares For For
Blended Rationale: A vote FOR these resolutions is warranted because these are routine dividend proposals.
4 Reelect Ashok Kurien as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
5 Approve Remuneration of Cost Auditors For For
6 Reelect Adesh Kumar Gupta as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
7 Approve Reappointment and Remuneration of For For Amit Goenka as Chief Executive Officer
BTG plc
Meeting Date: 07/18/2018 Country: United Kingdom Meeting Type: Annual Ticker: BTG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
Blended Rationale: A vote AGAINST the remuneration report is warranted because: * The 2016 PSP award for the departing CFO, Rolf Soderstrom, will not be pro-rated for time, which deviates from good practice. Although the Company has provided an explanation, it does not make it clear why exceptional circumstances apply in this case. In addition, Rolf Soderstrom's contractual entitlements may also result in a bonus for his unworked notice period, which calls into question the need for discretion on the treatment of PSP awards.
3 Re-elect Susan Foden as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
4 Re-elect Graham Hetherington as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
BTG plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Re-elect Louise Makin as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Ian Much as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect James O'Shea as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Garry Watts as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Richard Wohanka as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Elect Gregory Barrett as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Elect Duncan Kennedy as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
BTG plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Elect Anne Thorburn as Director For For
Blended Rationale: Item 8 A vote AGAINST this resolution is warranted because: * In addition to his role as Non-executive Chair at BTG plc, Garry Watts is Chair at Foxtons Group plc and Spire Healthcare Group plc, and NED at Coca-Cola European Partners plc. Together these represent a significant amount of time commitment which may undermine his ability to serve effectively on the Board of BTG. Item 3-7 & 9-12 A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Reappoint Deloitte LLP as Auditors For For
14 Authorise Board to Fix Remuneration of Auditors For For
15 Authorise EU Political Donations and For For Expenditure
16 Approve Sharesave Plan For For
17 Approve USA Stock Purchase Plan For For
18 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
21 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Ennis, Inc.
Meeting Date: 07/18/2018 Country: USA Meeting Type: Annual Ticker: EBF
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Godfrey M. Long, Jr. For Against
Voter Rationale: Chair of the nomination committee on a board that lacks diversity
Blended Rationale: Chair of the nomination committee on a board that lacks diversity
1.2 Elect Director Troy L. Priddy For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Ennis, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Elect Director Alejandro Quiroz For Against
Voter Rationale: Chair of the remuneration committee and we have voted against remuneration for 2 consecutive years
Blended Rationale: Chair of the remuneration committee and we have voted against remuneration for 2 consecutive years
2 Ratify Grant Thornton LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation Voter Rationale: The change-in-control agreement is single trigger and there is no clawback policy. The LTIP is also 100% time based.
Blended Rationale: The change-in-control agreement is single trigger and there is no clawback policy. The LTIP is also 100% time based.
4 Other Business For Against
Voter Rationale: Lack of information
Blended Rationale: Lack of information
Esi Group
Meeting Date: 07/18/2018 Country: France Meeting Type: Annual/Special Ticker: ESI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements and Statutory For For Reports
Blended Rationale: Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
2 Approve Consolidated Financial Statements and For For Statutory Reports
Blended Rationale: Votes FOR the approval of the annual accounts are warranted due to the unqualified auditors' opinion and lack of concerns.
3 Approve Allocation of Income and Absence of For For Dividends
4 Approve Auditors' Special Report on For Against Related-Party Transactions Voter Rationale: Consulting agreement provided by a non-exec compromises their independence.
Blended Rationale: Consulting agreement provided by a non-exec compromises their independence.
5 Reelect Veronique Jacq as Director For For
Blended Rationale: Votes FOR the reelections of these independent nominees are warranted in the absence of specific concerns.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Esi Group
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Reelect Rajani Ramanathan as Director For For
Blended Rationale: Votes FOR the reelections of these independent nominees are warranted in the absence of specific concerns.
7 Approve Remuneration Policy of Chairman and For For CEO and Vice-CEOs
Blended Rationale: A vote AGAINST this remuneration policy is warranted because: * The rationales behind the significant increases in de Rouvray's total remuneration and St John's base salary are not compelling; * The policy underlying long-term awards to the vice-CEOs lies below market standards regarding cap, performance conditions, vesting period, and post-mandate vesting; * The exceptional remuneration is not subject to any cap; * It is impossible to ascertain whether Chaillou and St John do not benefit from an excessive termination package under their employment contract.
8 Approve Compensation of Alain de Rouvray, For Against Chairman and CEO Voter Rationale: Lack of disclosure around bonus metrics means that we cannot accurately assess pay for performance.
Blended Rationale: Lack of disclosure around bonus metrics means that we cannot accurately assess pay for performance.
9 Approve Compensation of Vincent Chaillou, For Against Vice-CEO Voter Rationale: Lack of disclosure around bonus metrics means that we cannot accurately assess pay for performance.
Blended Rationale: Lack of disclosure around bonus metrics means that we cannot accurately assess pay for performance.
10 Approve Compensation of Christopher St John, For Against Vice-CEO Voter Rationale: Lack of disclosure around bonus metrics means that we cannot accurately assess pay for performance.
Blended Rationale: Lack of disclosure around bonus metrics means that we cannot accurately assess pay for performance.
11 Approve Remuneration of Directors in the For For Aggregate Amount of EUR 180,000
12 Authorize Repurchase of Up to 10 Percent of For For Issued Share Capital
Blended Rationale: This resolution warrants a vote AGAINST as the share repurchase program can be continued during a takeover period.
13 Authorize Decrease in Share Capital via For For Cancellation of Repurchased Shares
14 Authorize up to 60,000 Shares for Use in For Against Restricted Stock Plans Voter Rationale: Vesting period is less than three years and information around performance conditions are not disclosed.
Blended Rationale: Vesting period is less than three years and information around performance conditions are not disclosed.
15 Authorize Filing of Required Documents/Other For For Formalities
Experian plc
Meeting Date: 07/18/2018 Country: Jersey Meeting Type: Annual Ticker: EXPN
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Experian plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Elect Dr Ruba Borno as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
4 Re-elect Brian Cassin as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
5 Re-elect Caroline Donahue as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
6 Re-elect Luiz Fleury as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
7 Re-elect Deirdre Mahlan as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Experian plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Re-elect Lloyd Pitchford as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
9 Re-elect Don Robert as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
10 Re-elect Mike Rogers as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
11 Re-elect George Rose as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
12 Re-elect Paul Walker as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
13 Re-elect Kerry Williams as Director For For
Blended Rationale: Item 3-11 and 13 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 12 A vote for the re-election of Paul Walker is warranted although it is not without concern because: * His total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. However, support is warranted for the following reasons: * Considering that he has not yet been appointed as Ashtead's Chairman, he is not yet considered over-committed * He has only recently become a director of Ashtead so a degree of flexibility is considered appropriate to see if there is to be any reduction in his portfolio of directorships as a result of his new role. This matter will be re-visited at the time of the 2019 AGM.
14 Reappoint KPMG LLP as Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Experian plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
15 Authorise Board to Fix Remuneration of Auditors For For
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Market Purchase of Ordinary Shares For For
Management Consulting Group PLC
Meeting Date: 07/18/2018 Country: United Kingdom Meeting Type: Special Ticker: MMC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Authorise Issue of New Ordinary Shares at a For For Discount Price
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of shares is dilutive to non-participating shareholders. * The issue price represents a significant discount to the market price of the Company prior announcement. * The transaction involves a related party. The main reasons for support are: * There is sufficient business case for the proposed capital raising, and usage of proceeds is clearly stated. * Should the Placing and Open Offer not proceed (noting all resolutions are inter-conditional), there is a material risk that the Group will not have sufficient working capital for its present requirements; and in the absence of any prospect of remedy at that time, will likely lead to insolvent liquidation.
2 Authorise Issue of Equity in Connection with the For For Placing and Open Offer
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of shares is dilutive to non-participating shareholders. * The issue price represents a significant discount to the market price of the Company prior announcement. * The transaction involves a related party. The main reasons for support are: * There is sufficient business case for the proposed capital raising, and usage of proceeds is clearly stated. * Should the Placing and Open Offer not proceed (noting all resolutions are inter-conditional), there is a material risk that the Group will not have sufficient working capital for its present requirements; and in the absence of any prospect of remedy at that time, will likely lead to insolvent liquidation.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Management Consulting Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with the Placing and Open Offer
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of shares is dilutive to non-participating shareholders. * The issue price represents a significant discount to the market price of the Company prior announcement. * The transaction involves a related party. The main reasons for support are: * There is sufficient business case for the proposed capital raising, and usage of proceeds is clearly stated. * Should the Placing and Open Offer not proceed (noting all resolutions are inter-conditional), there is a material risk that the Group will not have sufficient working capital for its present requirements; and in the absence of any prospect of remedy at that time, will likely lead to insolvent liquidation.
4 Approve Waiver on Tender-Bid Requirement For For
5 Approve Terms of the Placing and Open Offer For For and PH Placing
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of shares is dilutive to non-participating shareholders. * The issue price represents a significant discount to the market price of the Company prior announcement. * The transaction involves a related party. The main reasons for support are: * There is sufficient business case for the proposed capital raising, and usage of proceeds is clearly stated. * Should the Placing and Open Offer not proceed (noting all resolutions are inter-conditional), there is a material risk that the Group will not have sufficient working capital for its present requirements; and in the absence of any prospect of remedy at that time, will likely lead to insolvent liquidation.
6 Approve PH Placing as a Related Party For For Transaction
Blended Rationale: A vote FOR this transaction is warranted, but it is not without concern for shareholders because: * The issuance of shares is dilutive to non-participating shareholders. * The issue price represents a significant discount to the market price of the Company prior announcement. * The transaction involves a related party. The main reasons for support are: * There is sufficient business case for the proposed capital raising, and usage of proceeds is clearly stated. * Should the Placing and Open Offer not proceed (noting all resolutions are inter-conditional), there is a material risk that the Group will not have sufficient working capital for its present requirements; and in the absence of any prospect of remedy at that time, will likely lead to insolvent liquidation.
Mapletree North Asia Commercial Trust
Meeting Date: 07/18/2018 Country: Singapore Meeting Type: Annual Ticker: RW0U
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Adopt Report of the Trustee, Statement by the For For Manager, Audited Financial Statements and Auditors' Report
2 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize the Manager to Fix Their Remuneration
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Mapletree North Asia Commercial Trust
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Issuance of Equity or Equity-Linked For Against Securities with or without Preemptive Rights Voter Rationale: Share issuance limit without preemptive rights exceeds our 10% threshold
Blended Rationale: Share issuance limit without preemptive rights exceeds our 10% threshold
Renold plc
Meeting Date: 07/18/2018 Country: United Kingdom Meeting Type: Annual Ticker: RNO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
Blended Rationale: A vote AGAINST this resolution is warranted, but is not without concerns for shareholders: * Due to the relatively high annual award limit (as a percentage of salary) and the Company's recent poor performance, the CEO's FY2019 LTIP award (granted in June 2018) is considered excessive, representing nearly 1 percent of the Company's issued ordinary share capital. This is a high level of potential reward for a Company that recently fell out of the FTSE All-Share due to a material decline in share price.
3 Re-elect Mark Harper as Director For For
Blended Rationale: A vote FOR the re-election of Mark Harper, Ian Griffiths and David Landless is warranted because no significant concerns have been identified.
4 Re-elect Ian Griffiths as Director For For
Blended Rationale: A vote FOR the re-election of Mark Harper, Ian Griffiths and David Landless is warranted because no significant concerns have been identified.
5 Re-elect David Landless as Director For For
Blended Rationale: A vote FOR the re-election of Mark Harper, Ian Griffiths and David Landless is warranted because no significant concerns have been identified.
6 Reappoint Deloitte LLP as Auditors For For
7 Authorise Board to Fix Remuneration of Auditors For For
8 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
9 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Renold plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
11 Authorise Market Purchase of Ordinary Shares For For
12 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
13 Authorise EU Political Donations and For For Expenditure
Severn Trent Plc
Meeting Date: 07/18/2018 Country: United Kingdom Meeting Type: Annual Ticker: SVT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
4 Amend Long Term Incentive Plan 2014 For For
5 Approve Final Dividend For For
6 Re-elect Kevin Beeston as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect James Bowling as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect John Coghlan as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Andrew Duff as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Olivia Garfield as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Severn Trent Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Re-elect Dominique Reiniche as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Re-elect Philip Remnant as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Re-elect Angela Strank as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Reappoint Deloitte LLP as Auditors For For
15 Authorise the Audit Committee to Fix For For Remuneration of Auditors
16 Authorise EU Political Donations and For For Expenditure
17 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Market Purchase of Ordinary Shares For For
21 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Sok Marketler Ticaret A.S.
Meeting Date: 07/18/2018 Country: Turkey Meeting Type: Annual Ticker: SOKM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Open Meeting and Elect Presiding Council of For For Meeting
Blended Rationale: These items warrant a vote FOR because they are routine formalities required for the meeting to take place.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Sok Marketler Ticaret A.S.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Authorize Presiding Council to Sign Minutes of For For Meeting
Blended Rationale: These items warrant a vote FOR because they are routine formalities required for the meeting to take place.
3 Accept Board Report For For
Blended Rationale: These items warrant a vote FOR because: * These are routine requests in Turkey; and * There are no specific concerns with the company's accounts.
4 Accept Audit Report For For
Blended Rationale: These items warrant a vote FOR because: * These are routine requests in Turkey; and * There are no specific concerns with the company's accounts.
5 Accept Financial Statements For For
Blended Rationale: These items warrant a vote FOR because: * These are routine requests in Turkey; and * There are no specific concerns with the company's accounts.
6 Approve Standard Accounting Transfers For For
7 Approve Discharge of Board For For
8 Elect Directors and Approve Their Remuneration For Against
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
9 Approve Allocation of Income For For
Blended Rationale: These items warrant a vote FOR because: * These are routine requests in Turkey; and * There are no specific concerns with the company's accounts.
10 Ratify External Auditors For Against
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
14 Approve Related Party Transactions, Donation For Against and Profit Distribution Policies Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
15 Grant Permission for Board Members to Engage For For in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose
TalkTalk Telecom Group PLC
Meeting Date: 07/18/2018 Country: United Kingdom Meeting Type: Annual Ticker: TALK
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
TalkTalk Telecom Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Sir Charles Dunstone as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
5 Elect Kate Ferry as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
TalkTalk Telecom Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Re-elect Tristia Harrison as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
7 Re-elect Ian West as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
8 Re-elect John Gildersleeve as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
TalkTalk Telecom Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect John Allwood as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
10 Re-elect Cath Keers as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
11 Re-elect Roger Taylor as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
TalkTalk Telecom Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Re-elect Sir Howard Stringer as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
13 Elect Nigel Langstaff as Director For For
Blended Rationale: Items 5-7, 9, 10 and 12: Re-elect Directors A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Dunstone as Director A vote AGAINST his re-election is warranted on account of: * A number of governance concerns have been identified, not least of which is the placing of c. 19.9% of the Company's issued share capital during the year which circumvented the well-established UK market norms around pre-emption rights. * The Board's key sub-committees' composition has been a cause of concern for many years; this was exacerbated during the year by the appointment of a new NED who has previous links and association with Charles Dunstone, thereby reducing the level of demonstrably independent representation on the Company's Board. No search consultancy was appointed to assist with the fulfilment of the NED position, and no explanation has been provided to justify this approach. * As Board Chair he retains overall responsibility for the Board's corporate governance arrangements. Item 8: Re-elect John Gildersleeve as Director A vote AGAINST his re-election is considered warranted on account of : * Potential independence issues have been identified and he continues to Chair the Board's Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 11: Re-elect Roger Taylor as Director A vote AGAINST his re-election is considered warranted on account of: * He is not considered to be independent by the Board but continues to remain a member of the Remuneration Committee, the composition of which is not considered to be in line with recommendations of the UK Code. Item 13: Elect Nigel Langstaff as Director A vote AGAINST his re-election is considered warranted on account of: * Potential independence issues have been identified and he was appointed as a member of the Board's Audit Committee, the composition of which is not considered to be in line with recommendations of the UK Code.
14 Reappoint Deloitte LLP as Auditors For For
15 Authorise Board to Fix Remuneration of Auditors For For
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: Item 16, 18 and 19: General Authorities to Issue Shares and Disapply Pre-emption Rights A vote AGAINST these items is considered warranted on account of: * Abuse of similar authorities approved at the previous AGM.
17 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
18 Authorise Issue of Equity without Pre-emptive For Against Rights Voter Rationale: Abuse of similar authorities approved at the previous AGM.
Blended Rationale: Abuse of similar authorities approved at the previous AGM.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
TalkTalk Telecom Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
19 Authorise Issue of Equity without Pre-emptive For Against Rights in Connection with an Acquisition or Other Capital Investment Voter Rationale: Abuse of similar authorities approved at the previous AGM.
Blended Rationale: Abuse of similar authorities approved at the previous AGM.
20 Authorise Market Purchase of Ordinary Shares For For
Babcock International Group plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: BAB
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Mike Turner as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
5 Re-elect Archie Bethel as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
6 Re-elect John Davies as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
7 Re-elect Franco Martinelli as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
8 Re-elect Sir David Omand as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
9 Re-elect Ian Duncan as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Re-elect Jeff Randall as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
11 Re-elect Myles Lee as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Babcock International Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Re-elect Victoire de Margerie as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
13 Elect Kjersti Wiklund as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
14 Elect Lucy Dimes as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
15 Reappoint PricewaterhouseCoopers LLP as For For Auditors
16 Authorise Audit and Risk Committee to Fix For For Remuneration of Auditors
17 Authorise EU Political Donations and For For Expenditure
18 Approve Increase in the Maximum Aggregate For For Fees Payable to Directors
19 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
21 Authorise Market Purchase of Ordinary Shares For For
22 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Big Yellow Group plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: BYG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Big Yellow Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Final Dividend For For
5 Re-elect Richard Cotton as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect James Gibson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Georgina Harvey as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Steve Johnson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Elect Anna Keay as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Adrian Lee as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Re-elect Vince Niblett as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Re-elect John Trotman as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Re-elect Nicholas Vetch as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Reappoint KPMG LLP as Auditors For For
15 Authorise Board to Fix Remuneration of Auditors For For
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Approve Deferred Bonus Share Plan For For
18 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Big Yellow Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
20 Authorise Market Purchase of Ordinary Shares For For
21 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Caledonia Investments plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: CLDN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect David Stewart as Director For For
Blended Rationale: Item 4 to 6 and 8 to 12 A vote FOR the re-election/election of David Stewart, Will Wyatt, Stephen King, The Hon. Charles Cayzer, Stuart Bridges, Charles Gregson, Shonaid Jemmett-Page and Guy Davison is warranted because no significant concerns have been identified. Item 7 A vote FOR the re-election of Jamie Cayzer-Colvin is warranted, but it is not without concern for shareholders: * Apart from his role as Executive Director of the Company, he serves as Non-executive Chair at another listed company as well as NED of another listed company. The main reason for support is: * Mr. Cayzer-Colvin is an Executive Director. An adverse vote is not considered appropriate at this time, in respect of his executive role. His external commitments will be kept under review.
5 Re-elect Will Wyatt as Director For For
Blended Rationale: Item 4 to 6 and 8 to 12 A vote FOR the re-election/election of David Stewart, Will Wyatt, Stephen King, The Hon. Charles Cayzer, Stuart Bridges, Charles Gregson, Shonaid Jemmett-Page and Guy Davison is warranted because no significant concerns have been identified. Item 7 A vote FOR the re-election of Jamie Cayzer-Colvin is warranted, but it is not without concern for shareholders: * Apart from his role as Executive Director of the Company, he serves as Non-executive Chair at another listed company as well as NED of another listed company. The main reason for support is: * Mr. Cayzer-Colvin is an Executive Director. An adverse vote is not considered appropriate at this time, in respect of his executive role. His external commitments will be kept under review.
6 Re-elect Stephen King as Director For For
Blended Rationale: Item 4 to 6 and 8 to 12 A vote FOR the re-election/election of David Stewart, Will Wyatt, Stephen King, The Hon. Charles Cayzer, Stuart Bridges, Charles Gregson, Shonaid Jemmett-Page and Guy Davison is warranted because no significant concerns have been identified. Item 7 A vote FOR the re-election of Jamie Cayzer-Colvin is warranted, but it is not without concern for shareholders: * Apart from his role as Executive Director of the Company, he serves as Non-executive Chair at another listed company as well as NED of another listed company. The main reason for support is: * Mr. Cayzer-Colvin is an Executive Director. An adverse vote is not considered appropriate at this time, in respect of his executive role. His external commitments will be kept under review.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Caledonia Investments plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Re-elect Jamie Cayzer-Colvin as Director For For
Blended Rationale: Item 4 to 6 and 8 to 12 A vote FOR the re-election/election of David Stewart, Will Wyatt, Stephen King, The Hon. Charles Cayzer, Stuart Bridges, Charles Gregson, Shonaid Jemmett-Page and Guy Davison is warranted because no significant concerns have been identified. Item 7 A vote FOR the re-election of Jamie Cayzer-Colvin is warranted, but it is not without concern for shareholders: * Apart from his role as Executive Director of the Company, he serves as Non-executive Chair at another listed company as well as NED of another listed company. The main reason for support is: * Mr. Cayzer-Colvin is an Executive Director. An adverse vote is not considered appropriate at this time, in respect of his executive role. His external commitments will be kept under review.
8 Re-elect Charles Cayzer as Director For For
Blended Rationale: Item 4 to 6 and 8 to 12 A vote FOR the re-election/election of David Stewart, Will Wyatt, Stephen King, The Hon. Charles Cayzer, Stuart Bridges, Charles Gregson, Shonaid Jemmett-Page and Guy Davison is warranted because no significant concerns have been identified. Item 7 A vote FOR the re-election of Jamie Cayzer-Colvin is warranted, but it is not without concern for shareholders: * Apart from his role as Executive Director of the Company, he serves as Non-executive Chair at another listed company as well as NED of another listed company. The main reason for support is: * Mr. Cayzer-Colvin is an Executive Director. An adverse vote is not considered appropriate at this time, in respect of his executive role. His external commitments will be kept under review.
9 Re-elect Stuart Bridges as Director For For
Blended Rationale: Item 4 to 6 and 8 to 12 A vote FOR the re-election/election of David Stewart, Will Wyatt, Stephen King, The Hon. Charles Cayzer, Stuart Bridges, Charles Gregson, Shonaid Jemmett-Page and Guy Davison is warranted because no significant concerns have been identified. Item 7 A vote FOR the re-election of Jamie Cayzer-Colvin is warranted, but it is not without concern for shareholders: * Apart from his role as Executive Director of the Company, he serves as Non-executive Chair at another listed company as well as NED of another listed company. The main reason for support is: * Mr. Cayzer-Colvin is an Executive Director. An adverse vote is not considered appropriate at this time, in respect of his executive role. His external commitments will be kept under review.
10 Re-elect Charles Gregson as Director For For
Blended Rationale: Item 4 to 6 and 8 to 12 A vote FOR the re-election/election of David Stewart, Will Wyatt, Stephen King, The Hon. Charles Cayzer, Stuart Bridges, Charles Gregson, Shonaid Jemmett-Page and Guy Davison is warranted because no significant concerns have been identified. Item 7 A vote FOR the re-election of Jamie Cayzer-Colvin is warranted, but it is not without concern for shareholders: * Apart from his role as Executive Director of the Company, he serves as Non-executive Chair at another listed company as well as NED of another listed company. The main reason for support is: * Mr. Cayzer-Colvin is an Executive Director. An adverse vote is not considered appropriate at this time, in respect of his executive role. His external commitments will be kept under review.
11 Re-elect Shonaid Jemmett-Page as Director For For
Blended Rationale: Item 4 to 6 and 8 to 12 A vote FOR the re-election/election of David Stewart, Will Wyatt, Stephen King, The Hon. Charles Cayzer, Stuart Bridges, Charles Gregson, Shonaid Jemmett-Page and Guy Davison is warranted because no significant concerns have been identified. Item 7 A vote FOR the re-election of Jamie Cayzer-Colvin is warranted, but it is not without concern for shareholders: * Apart from his role as Executive Director of the Company, he serves as Non-executive Chair at another listed company as well as NED of another listed company. The main reason for support is: * Mr. Cayzer-Colvin is an Executive Director. An adverse vote is not considered appropriate at this time, in respect of his executive role. His external commitments will be kept under review.
12 Elect Guy Davison as Director For For
Blended Rationale: Item 4 to 6 and 8 to 12 A vote FOR the re-election/election of David Stewart, Will Wyatt, Stephen King, The Hon. Charles Cayzer, Stuart Bridges, Charles Gregson, Shonaid Jemmett-Page and Guy Davison is warranted because no significant concerns have been identified. Item 7 A vote FOR the re-election of Jamie Cayzer-Colvin is warranted, but it is not without concern for shareholders: * Apart from his role as Executive Director of the Company, he serves as Non-executive Chair at another listed company as well as NED of another listed company. The main reason for support is: * Mr. Cayzer-Colvin is an Executive Director. An adverse vote is not considered appropriate at this time, in respect of his executive role. His external commitments will be kept under review.
13 Reappoint KPMG LLP as Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Caledonia Investments plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
14 Authorise Board to Fix Remuneration of Auditors For For
15 Authorise Market Purchase of Ordinary Shares For For
16 Approve Waiver on Tender-Bid Requirement For Against
Voter Rationale: potential for creeping control
Blended Rationale: potential for creeping control
17 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Carclo plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: CAR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Elect Mark Rollins as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4 Elect Sarah Matthews-DeMers as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Chris Malley as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Peter Slabbert as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect David Toohey as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Carclo plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Reappoint KPMG LLP as Auditors For For
9 Authorise the Audit Committee to Fix For For Remuneration of Auditors
10 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
11 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Specified Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Market Purchase of Ordinary Shares For For
14 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Electrocomponents plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: ECM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Bertrand Bodson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Louisa Burdett as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect David Egan as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Electrocomponents plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Re-elect Karen Guerra as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Peter Johnson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect John Pattullo as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Simon Pryce as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Re-elect Lindsley Ruth as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Reappoint PricewaterhouseCoopers LLP as For For Auditors
13 Authorise Board to Fix Remuneration of Auditors For For
14 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
15 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Market Purchase of Ordinary Shares For For
18 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
19 Approve Savings Related Share Option Scheme For For
F.I.B.I. Holdings Ltd.
Meeting Date: 07/19/2018 Country: Israel Meeting Type: Annual Ticker: FIBI
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
F.I.B.I. Holdings Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Reelect Gil Bino as Director For For
Blended Rationale: Votes FOR are warranted as the company has provided sufficient information on these proposals and as there are no concerns with the board and its committees' structure and functioning.
1.2 Reelect Gary Stock as Director For For
Blended Rationale: Votes FOR are warranted as the company has provided sufficient information on these proposals and as there are no concerns with the board and its committees' structure and functioning.
1.3 Reelect Harry Cooper as Director For For
Blended Rationale: Votes FOR are warranted as the company has provided sufficient information on these proposals and as there are no concerns with the board and its committees' structure and functioning.
1.4 Reelect Debbie Saperia as Director For For
Blended Rationale: Votes FOR are warranted as the company has provided sufficient information on these proposals and as there are no concerns with the board and its committees' structure and functioning.
1.5 Reelect Dafna Bino Or as Director For For
Blended Rationale: Votes FOR are warranted as the company has provided sufficient information on these proposals and as there are no concerns with the board and its committees' structure and functioning.
2 Reappoint Somekh Chaikin as Auditors and For For Authorize Board to Fix Their Remuneration
5 Approve D&O Indemnification Agreements For For
A Vote FOR if you are a controlling shareholder or None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Voter Rationale: Administrative
Blended Rationale: Administrative
B1 If you are an Interest Holder as defined in None Against Section 1 of the Securities Law, 1968, vote FOR. Otherwise, vote against. Voter Rationale: Administrative
Blended Rationale: Administrative
B2 If you are a Senior Officer as defined in Section None Against 37(D) of the Securities Law, 1968, vote FOR. Otherwise, vote against. Voter Rationale: Administrative
Blended Rationale: Administrative
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
F.I.B.I. Holdings Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
B3 If you are an Institutional Investor as defined in None For Regulation 1 of the Supervision Financial Services Regulations 2009 or a Manager of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994, vote FOR. Otherwise, vote against.
Voter Rationale: Administrative
Blended Rationale: Administrative
Halma plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: HLMA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
4 Approve Remuneration Report For For
5 Re-elect Paul Walker as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
6 Re-elect Andrew Williams as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
7 Re-elect Adam Meyers as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Halma plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Re-elect Daniela Barone Soares as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
9 Re-elect Roy Twite as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Re-elect Tony Rice as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
11 Re-elect Carole Cran as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
12 Re-elect Jo Harlow as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
13 Re-elect Jennifer Ward as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
14 Elect Marc Ronchetti as Director For For
Blended Rationale: Item 5 A vote FOR this candidate is warranted, though it is not without concern for shareholders: * Paul Walker's total number of external commitments, especially when he assumes the chairmanship of Ashtead plc in September 2018, raises questions over how he is able to devote the necessary time to each of his roles. The main reason for support is: * His external time commitments have recently increased, and are within recommended limits until September 2018. His commitments will be kept under review ahead of the next AGM. Items 6-14 A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Halma plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
15 Reappoint PricewaterhouseCoopers LLP as For For Auditors
16 Authorise Board to Fix Remuneration of Auditors For For
17 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Market Purchase of Ordinary Shares For For
21 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
HarbourVest Global Private Equity Limited
Meeting Date: 07/19/2018 Country: Guernsey Meeting Type: Annual Ticker: HVPE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Re-elect Sir Michael Bunbury as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
4 Re-elect Francesca Barnes as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
5 Re-elect Keith Corbin as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
HarbourVest Global Private Equity Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Re-elect Alan Hodson as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
7 Re-elect Andrew Moore as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
8 Elect Steven Wilderspin as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
9 Re-elect Peter Wilson as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
10 Re-elect Brooks Zug as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
11 Ratify Ernst & Young LLP as Auditors For For
12 Authorise Board to Fix Remuneration of Auditors For For
13 Authorise Market Purchase of Ordinary Shares For For
14 Adopt New Articles of Association For For
Nutrien Ltd.
Meeting Date: 07/19/2018 Country: Canada Meeting Type: Annual Ticker: NTR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Christopher M. Burley For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.2 Elect Director Maura J. Clark For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.3 Elect Director John W. Estey For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.4 Elect Director David C. Everitt For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Nutrien Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.5 Elect Director Russell K. Girling For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.6 Elect Director Gerald W. Grandey For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.7 Elect Director Miranda C. Hubbs For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.8 Elect Director Alice D. Laberge For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.9 Elect Director Consuelo E. Madere For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.10 Elect Director Charles "Chuck" V. Magro For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.11 Elect Director Keith G. Martell For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.12 Elect Director A. Anne McLellan For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.13 Elect Director Derek G. Pannell For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.14 Elect Director Aaron W. Regent For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.15 Elect Director Mayo M. Schmidt For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
1.16 Elect Director Jochen E. Tilk For For
Blended Rationale: Vote FOR all proposed nominees as no significant concerns have been identified at this time.
2 Approve Re-appointment of KPMG LLP as For For Auditors
3 Approve Stock Option Plan and Grant of Stock For For Options
4 Advisory Vote on Executive Compensation For For Approach
Personal Assets Trust plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: PNL
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Personal Assets Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Re-elect Hamish Buchan as Director For For
Blended Rationale: Item 3 An ABSTENTION on the re-election of Hamish Buchan is warranted because: * Potential independence issues has been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. Items 4 to 9 A vote FOR the election/re-election of Hamish Buchan, Iain Ferguson, Gordon Neilly, Paul Read, Frank Rushbrook, Jean Sharp and Robin Angus is warranted because no significant concerns have been identified.
4 Elect Iain Ferguson as Director For For
Blended Rationale: Item 3 An ABSTENTION on the re-election of Hamish Buchan is warranted because: * Potential independence issues has been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. Items 4 to 9 A vote FOR the election/re-election of Hamish Buchan, Iain Ferguson, Gordon Neilly, Paul Read, Frank Rushbrook, Jean Sharp and Robin Angus is warranted because no significant concerns have been identified.
5 Re-elect Gordon Neilly as Director For For
Blended Rationale: Item 3 An ABSTENTION on the re-election of Hamish Buchan is warranted because: * Potential independence issues has been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. Items 4 to 9 A vote FOR the election/re-election of Hamish Buchan, Iain Ferguson, Gordon Neilly, Paul Read, Frank Rushbrook, Jean Sharp and Robin Angus is warranted because no significant concerns have been identified.
6 Elect Paul Read as Director For For
Blended Rationale: Item 3 An ABSTENTION on the re-election of Hamish Buchan is warranted because: * Potential independence issues has been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. Items 4 to 9 A vote FOR the election/re-election of Hamish Buchan, Iain Ferguson, Gordon Neilly, Paul Read, Frank Rushbrook, Jean Sharp and Robin Angus is warranted because no significant concerns have been identified.
7 Re-elect Frank Rushbrook as Director For For
Blended Rationale: Item 3 An ABSTENTION on the re-election of Hamish Buchan is warranted because: * Potential independence issues has been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. Items 4 to 9 A vote FOR the election/re-election of Hamish Buchan, Iain Ferguson, Gordon Neilly, Paul Read, Frank Rushbrook, Jean Sharp and Robin Angus is warranted because no significant concerns have been identified.
8 Re-elect Jean Sharp as Director For For
Blended Rationale: Item 3 An ABSTENTION on the re-election of Hamish Buchan is warranted because: * Potential independence issues has been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. Items 4 to 9 A vote FOR the election/re-election of Hamish Buchan, Iain Ferguson, Gordon Neilly, Paul Read, Frank Rushbrook, Jean Sharp and Robin Angus is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Personal Assets Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Robin Angus as Director For For
Blended Rationale: Item 3 An ABSTENTION on the re-election of Hamish Buchan is warranted because: * Potential independence issues has been identified and he currently sits on the Remuneration Committee, and the composition of this Committee does not adhere to UK best practice recommendations for a company of this size. Items 4 to 9 A vote FOR the election/re-election of Hamish Buchan, Iain Ferguson, Gordon Neilly, Paul Read, Frank Rushbrook, Jean Sharp and Robin Angus is warranted because no significant concerns have been identified.
10 Appoint PwC LLP as Auditors and Authorise For For Their Remuneration
11 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Market Purchase of Ordinary Shares For For
14 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
PGE Polska Grupa Energetyczna SA
Meeting Date: 07/19/2018 Country: Poland Meeting Type: Annual Ticker: PGE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Financial Statements For For
Blended Rationale: Votes FOR these items are warranted because there are no known concerns about the accounts presented or the audit procedures used.
2 Approve Consolidated Financial Statements For For
Blended Rationale: Votes FOR these items are warranted because there are no known concerns about the accounts presented or the audit procedures used.
3 Approve Management Board Report on For For Company's and Group's Operations
Blended Rationale: Votes FOR these items are warranted because there are no known concerns about the accounts presented or the audit procedures used.
4 Approve Allocation of Income For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
PGE Polska Grupa Energetyczna SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.1 Approve Discharge of Anna Kowalik For For (Supervisory Board Chairman)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.2 Approve Discharge of Radoslaw Osinski (Former For For Supervisory Board Member)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.3 Approve Discharge of Grzegorz Kuczynski For For (Supervisory Board Member)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.4 Approve Discharge of Jaroslaw Glowacki For For (Former Supervisory Board Member)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.5 Approve Discharge of Janina Goss (Supervisory For For Board Member)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.6 Approve Discharge of Mateusz Gramza (Former For For Supervisory Board Member)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.7 Approve Discharge of Witold Kozlowski For For (Supervisory Board Member)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.8 Approve Discharge of Mieczyslaw Sawaryn For For (Supervisory Board Member)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.9 Approve Discharge of Artur Skladanek For For (Supervisory Board Member)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.10 Approve Discharge of Henryk Baranowski (CEO) For For
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.11 Approve Discharge of Marta Gajecka (Former For For Deputy CEO)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
PGE Polska Grupa Energetyczna SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5.12 Approve Discharge of Boleslaw Jankowski For For (Former Deputy CEO)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.13 Approve Discharge of Marek Pastuszko (Deputy For For CEO)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.14 Approve Discharge of Pawel Sliwa (Deputy CEO) For For
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.15 Approve Discharge of Ryszard Wasilek (Deputy For For CEO)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.16 Approve Discharge of Emil Wojtowicz (Deputy For For CEO)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
5.17 Approve Discharge of Wojciech Kowalczyk For For (Deputy CEO)
Blended Rationale: Votes FOR these items are warranted because there are no known concerns with respect to the actions taken by the supervisory board in fiscal 2017.
6 Elect Supervisory Board Member For Against
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
Royal Mail plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: RMG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Royal Mail plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Remuneration Report For For
Blended Rationale: A vote AGAINST the remuneration report is warranted on account of: * Termination payments to the former CEO Moya Greene, exceed 12 months' fixed pay in addition to pro-rated salary and other variable pay elements for FY2019, including a guaranteed bonus. Furthermore, and more crucially the notice period was considered to begin from the date of stepping down (September 2018) rather than the date of actual notice period announcement (April 2018). The Company's treatment of the former CEO's bonus is not considered to be on a cost-neutral basis for shareholders and the disclosures in previous years have fallen short of accurate representation on termination provisions that have now fallen due. * The newly appointed CEO's salary is at a level higher than that of the outgoing CEO; and * The Company's remuneration policy specifically includes a commitment to base half of performance metrics within the annual bonus scorecard on financial measures. During the year under review, the Company has only used four financial measures – which comprise c. 32% of maximum bonus entitlement.
3 Approve Final Dividend For For
4 Elect Stuart Simpson as Director For For
Blended Rationale: Items 4-8 and 10-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 9 A vote AGAINST the re-election of Peter Long is warranted: * In addition to his role as Board Chair, Peter Long is interim Executive Chair at Countrywide plc, Non-executive Chair at Parques Reunidos Servicios Centrales SA and is Deputy Chair of TUI AG. These significant external time commitments raise questions as to his ability to devote the necessary time required to Royal Mail.
5 Elect Simon Thompson as Director For For
Blended Rationale: Items 4-8 and 10-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 9 A vote AGAINST the re-election of Peter Long is warranted: * In addition to his role as Board Chair, Peter Long is interim Executive Chair at Countrywide plc, Non-executive Chair at Parques Reunidos Servicios Centrales SA and is Deputy Chair of TUI AG. These significant external time commitments raise questions as to his ability to devote the necessary time required to Royal Mail.
6 Elect Keith Williams as Director For For
Blended Rationale: Items 4-8 and 10-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 9 A vote AGAINST the re-election of Peter Long is warranted: * In addition to his role as Board Chair, Peter Long is interim Executive Chair at Countrywide plc, Non-executive Chair at Parques Reunidos Servicios Centrales SA and is Deputy Chair of TUI AG. These significant external time commitments raise questions as to his ability to devote the necessary time required to Royal Mail.
7 Elect Rico Back as Director For For
Blended Rationale: Items 4-8 and 10-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 9 A vote AGAINST the re-election of Peter Long is warranted: * In addition to his role as Board Chair, Peter Long is interim Executive Chair at Countrywide plc, Non-executive Chair at Parques Reunidos Servicios Centrales SA and is Deputy Chair of TUI AG. These significant external time commitments raise questions as to his ability to devote the necessary time required to Royal Mail.
8 Elect Sue Whalley as Director For For
Blended Rationale: Items 4-8 and 10-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 9 A vote AGAINST the re-election of Peter Long is warranted: * In addition to his role as Board Chair, Peter Long is interim Executive Chair at Countrywide plc, Non-executive Chair at Parques Reunidos Servicios Centrales SA and is Deputy Chair of TUI AG. These significant external time commitments raise questions as to his ability to devote the necessary time required to Royal Mail.
9 Re-elect Peter Long as Director For For
Blended Rationale: Items 4-8 and 10-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 9 A vote AGAINST the re-election of Peter Long is warranted: * In addition to his role as Board Chair, Peter Long is interim Executive Chair at Countrywide plc, Non-executive Chair at Parques Reunidos Servicios Centrales SA and is Deputy Chair of TUI AG. These significant external time commitments raise questions as to his ability to devote the necessary time required to Royal Mail.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Royal Mail plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Re-elect Rita Griffin as Director For For
Blended Rationale: Items 4-8 and 10-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 9 A vote AGAINST the re-election of Peter Long is warranted: * In addition to his role as Board Chair, Peter Long is interim Executive Chair at Countrywide plc, Non-executive Chair at Parques Reunidos Servicios Centrales SA and is Deputy Chair of TUI AG. These significant external time commitments raise questions as to his ability to devote the necessary time required to Royal Mail.
11 Re-elect Orna Ni-Chionna as Director For For
Blended Rationale: Items 4-8 and 10-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 9 A vote AGAINST the re-election of Peter Long is warranted: * In addition to his role as Board Chair, Peter Long is interim Executive Chair at Countrywide plc, Non-executive Chair at Parques Reunidos Servicios Centrales SA and is Deputy Chair of TUI AG. These significant external time commitments raise questions as to his ability to devote the necessary time required to Royal Mail.
12 Re-elect Les Owen as Director For For
Blended Rationale: Items 4-8 and 10-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 9 A vote AGAINST the re-election of Peter Long is warranted: * In addition to his role as Board Chair, Peter Long is interim Executive Chair at Countrywide plc, Non-executive Chair at Parques Reunidos Servicios Centrales SA and is Deputy Chair of TUI AG. These significant external time commitments raise questions as to his ability to devote the necessary time required to Royal Mail.
13 Reappoint KPMG LLP as Auditors For For
14 Authorise the Audit and Risk Committee to Fix For For Remuneration of Auditors
15 Authorise EU Political Donations and For For Expenditure
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
SATS Ltd
Meeting Date: 07/19/2018 Country: Singapore Meeting Type: Annual Ticker: S58
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
SATS Ltd
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Adopt Financial Statements and Directors' and For For Auditors' Reports
2 Approve Final Dividend For For
3 Elect Alexander Charles Hungate as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
4 Elect Tan Soo Nan as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
5 Approve Directors' Fees For For
6 Approve KPMG LLP as Auditors and Authorize For For Board to Fix Their Remuneration
7 Approve Issuance of Equity or Equity-Linked For For Securities with or without Preemptive Rights
8 Approve Grant of Awards and Issuance of For For Shares Under the SATS Performance Share Plan and SATS Restricted Share Plan
9 Approve Mandate for Interested Person For For Transactions
10 Authorize Share Repurchase Program For For
Speedy Hire Plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: SDY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Speedy Hire Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Re-elect Jan Astrand as Director For For
Blended Rationale: Items 4 to 6, 8 and 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 7: Re-elect Bob Contreas as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is the Chair of the Audit Committee and as such he is considered responsible for the Company's audit practices. In this case, the Company has not put the external audit to tender since 2001 and currently it is not planning to do so. The main reason for support is: * Technically, the requirement to tender the audit every ten years does not apply to FTSE SmallCap companies. Item 10: Re-elect David Shearer as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as NED at Speedy Hire, David Shearer also holds directorships at three other publicly listed companies, including two chairmanships: overall, his external time commitments are significant and may potentially impair his ability to devote sufficient time to his role as NED at Speedy Hire. The main reason for support is: * All his external directorships are at relatively small investment trusts, which generally require less demanding time commitments than operating companies.
5 Re-elect Russell Down as Director For For
Blended Rationale: Items 4 to 6, 8 and 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 7: Re-elect Bob Contreas as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is the Chair of the Audit Committee and as such he is considered responsible for the Company's audit practices. In this case, the Company has not put the external audit to tender since 2001 and currently it is not planning to do so. The main reason for support is: * Technically, the requirement to tender the audit every ten years does not apply to FTSE SmallCap companies. Item 10: Re-elect David Shearer as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as NED at Speedy Hire, David Shearer also holds directorships at three other publicly listed companies, including two chairmanships: overall, his external time commitments are significant and may potentially impair his ability to devote sufficient time to his role as NED at Speedy Hire. The main reason for support is: * All his external directorships are at relatively small investment trusts, which generally require less demanding time commitments than operating companies.
6 Re-elect Chris Morgan as Director For For
Blended Rationale: Items 4 to 6, 8 and 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 7: Re-elect Bob Contreas as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is the Chair of the Audit Committee and as such he is considered responsible for the Company's audit practices. In this case, the Company has not put the external audit to tender since 2001 and currently it is not planning to do so. The main reason for support is: * Technically, the requirement to tender the audit every ten years does not apply to FTSE SmallCap companies. Item 10: Re-elect David Shearer as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as NED at Speedy Hire, David Shearer also holds directorships at three other publicly listed companies, including two chairmanships: overall, his external time commitments are significant and may potentially impair his ability to devote sufficient time to his role as NED at Speedy Hire. The main reason for support is: * All his external directorships are at relatively small investment trusts, which generally require less demanding time commitments than operating companies.
7 Re-elect Bob Contreras as Director For For
Blended Rationale: Items 4 to 6, 8 and 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 7: Re-elect Bob Contreas as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is the Chair of the Audit Committee and as such he is considered responsible for the Company's audit practices. In this case, the Company has not put the external audit to tender since 2001 and currently it is not planning to do so. The main reason for support is: * Technically, the requirement to tender the audit every ten years does not apply to FTSE SmallCap companies. Item 10: Re-elect David Shearer as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as NED at Speedy Hire, David Shearer also holds directorships at three other publicly listed companies, including two chairmanships: overall, his external time commitments are significant and may potentially impair his ability to devote sufficient time to his role as NED at Speedy Hire. The main reason for support is: * All his external directorships are at relatively small investment trusts, which generally require less demanding time commitments than operating companies.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Speedy Hire Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Re-elect Rob Barclay as Director For For
Blended Rationale: Items 4 to 6, 8 and 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 7: Re-elect Bob Contreas as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is the Chair of the Audit Committee and as such he is considered responsible for the Company's audit practices. In this case, the Company has not put the external audit to tender since 2001 and currently it is not planning to do so. The main reason for support is: * Technically, the requirement to tender the audit every ten years does not apply to FTSE SmallCap companies. Item 10: Re-elect David Shearer as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as NED at Speedy Hire, David Shearer also holds directorships at three other publicly listed companies, including two chairmanships: overall, his external time commitments are significant and may potentially impair his ability to devote sufficient time to his role as NED at Speedy Hire. The main reason for support is: * All his external directorships are at relatively small investment trusts, which generally require less demanding time commitments than operating companies.
9 Re-elect David Garman as Director For For
Blended Rationale: Items 4 to 6, 8 and 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 7: Re-elect Bob Contreas as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is the Chair of the Audit Committee and as such he is considered responsible for the Company's audit practices. In this case, the Company has not put the external audit to tender since 2001 and currently it is not planning to do so. The main reason for support is: * Technically, the requirement to tender the audit every ten years does not apply to FTSE SmallCap companies. Item 10: Re-elect David Shearer as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as NED at Speedy Hire, David Shearer also holds directorships at three other publicly listed companies, including two chairmanships: overall, his external time commitments are significant and may potentially impair his ability to devote sufficient time to his role as NED at Speedy Hire. The main reason for support is: * All his external directorships are at relatively small investment trusts, which generally require less demanding time commitments than operating companies.
10 Re-elect David Shearer as Director For For
Blended Rationale: Items 4 to 6, 8 and 9 A vote FOR these candidates is warranted as no significant concerns have been identified. Item 7: Re-elect Bob Contreas as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is the Chair of the Audit Committee and as such he is considered responsible for the Company's audit practices. In this case, the Company has not put the external audit to tender since 2001 and currently it is not planning to do so. The main reason for support is: * Technically, the requirement to tender the audit every ten years does not apply to FTSE SmallCap companies. Item 10: Re-elect David Shearer as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as NED at Speedy Hire, David Shearer also holds directorships at three other publicly listed companies, including two chairmanships: overall, his external time commitments are significant and may potentially impair his ability to devote sufficient time to his role as NED at Speedy Hire. The main reason for support is: * All his external directorships are at relatively small investment trusts, which generally require less demanding time commitments than operating companies.
11 Reappoint KPMG LLP as Auditors For For
12 Authorise Board to Fix Remuneration of Auditors For For
13 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Speedy Hire Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
15 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Market Purchase of Ordinary Shares For For
17 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
18 Authorise EU Political Donations and For For Expenditure
19 Amend Articles of Association For For
SSE plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: SSE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Gregor Alexander as Director For For
Blended Rationale: Item 4-7, 9 and 11-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8: Re-elect Richard Gillingwater as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as Board Chair at SSE, he holds directorships at Janus Henderson and Whitbread: overall, his external time commitments are considered significant and may potentially impair his ability to devote sufficient time to his role as Chair of SSE. Main reason for support: * Although significant, his overall time commitments remain within ISS policy guidelines on external board mandates. Item 10: Re-elect Helen Mahy as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her role as NED at SSE plc, Helen Mahy is the Board Chair at Renewables Infrastructure Group Ltd and MedicX Fund Ltd and NED at Bonheur ASA. Overall, her external time commitments are significant and may potentially impair her ability to devote sufficient time to her role as NED of SSE. The main reason for support is: * All the Companies where she holds external directorships are investment companies, which generally require less demanding time commitments than operating companies.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
SSE plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Re-elect Sue Bruce as Director For For
Blended Rationale: Item 4-7, 9 and 11-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8: Re-elect Richard Gillingwater as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as Board Chair at SSE, he holds directorships at Janus Henderson and Whitbread: overall, his external time commitments are considered significant and may potentially impair his ability to devote sufficient time to his role as Chair of SSE. Main reason for support: * Although significant, his overall time commitments remain within ISS policy guidelines on external board mandates. Item 10: Re-elect Helen Mahy as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her role as NED at SSE plc, Helen Mahy is the Board Chair at Renewables Infrastructure Group Ltd and MedicX Fund Ltd and NED at Bonheur ASA. Overall, her external time commitments are significant and may potentially impair her ability to devote sufficient time to her role as NED of SSE. The main reason for support is: * All the Companies where she holds external directorships are investment companies, which generally require less demanding time commitments than operating companies.
6 Elect Tony Cocker as Director For For
Blended Rationale: Item 4-7, 9 and 11-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8: Re-elect Richard Gillingwater as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as Board Chair at SSE, he holds directorships at Janus Henderson and Whitbread: overall, his external time commitments are considered significant and may potentially impair his ability to devote sufficient time to his role as Chair of SSE. Main reason for support: * Although significant, his overall time commitments remain within ISS policy guidelines on external board mandates. Item 10: Re-elect Helen Mahy as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her role as NED at SSE plc, Helen Mahy is the Board Chair at Renewables Infrastructure Group Ltd and MedicX Fund Ltd and NED at Bonheur ASA. Overall, her external time commitments are significant and may potentially impair her ability to devote sufficient time to her role as NED of SSE. The main reason for support is: * All the Companies where she holds external directorships are investment companies, which generally require less demanding time commitments than operating companies.
7 Re-elect Crawford Gillies as Director For For
Blended Rationale: Item 4-7, 9 and 11-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8: Re-elect Richard Gillingwater as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as Board Chair at SSE, he holds directorships at Janus Henderson and Whitbread: overall, his external time commitments are considered significant and may potentially impair his ability to devote sufficient time to his role as Chair of SSE. Main reason for support: * Although significant, his overall time commitments remain within ISS policy guidelines on external board mandates. Item 10: Re-elect Helen Mahy as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her role as NED at SSE plc, Helen Mahy is the Board Chair at Renewables Infrastructure Group Ltd and MedicX Fund Ltd and NED at Bonheur ASA. Overall, her external time commitments are significant and may potentially impair her ability to devote sufficient time to her role as NED of SSE. The main reason for support is: * All the Companies where she holds external directorships are investment companies, which generally require less demanding time commitments than operating companies.
8 Re-elect Richard Gillingwater as Director For For
Blended Rationale: Item 4-7, 9 and 11-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8: Re-elect Richard Gillingwater as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as Board Chair at SSE, he holds directorships at Janus Henderson and Whitbread: overall, his external time commitments are considered significant and may potentially impair his ability to devote sufficient time to his role as Chair of SSE. Main reason for support: * Although significant, his overall time commitments remain within ISS policy guidelines on external board mandates. Item 10: Re-elect Helen Mahy as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her role as NED at SSE plc, Helen Mahy is the Board Chair at Renewables Infrastructure Group Ltd and MedicX Fund Ltd and NED at Bonheur ASA. Overall, her external time commitments are significant and may potentially impair her ability to devote sufficient time to her role as NED of SSE. The main reason for support is: * All the Companies where she holds external directorships are investment companies, which generally require less demanding time commitments than operating companies.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
SSE plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Peter Lynas as Director For For
Blended Rationale: Item 4-7, 9 and 11-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8: Re-elect Richard Gillingwater as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as Board Chair at SSE, he holds directorships at Janus Henderson and Whitbread: overall, his external time commitments are considered significant and may potentially impair his ability to devote sufficient time to his role as Chair of SSE. Main reason for support: * Although significant, his overall time commitments remain within ISS policy guidelines on external board mandates. Item 10: Re-elect Helen Mahy as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her role as NED at SSE plc, Helen Mahy is the Board Chair at Renewables Infrastructure Group Ltd and MedicX Fund Ltd and NED at Bonheur ASA. Overall, her external time commitments are significant and may potentially impair her ability to devote sufficient time to her role as NED of SSE. The main reason for support is: * All the Companies where she holds external directorships are investment companies, which generally require less demanding time commitments than operating companies.
10 Re-elect Helen Mahy as Director For For
Blended Rationale: Item 4-7, 9 and 11-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8: Re-elect Richard Gillingwater as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as Board Chair at SSE, he holds directorships at Janus Henderson and Whitbread: overall, his external time commitments are considered significant and may potentially impair his ability to devote sufficient time to his role as Chair of SSE. Main reason for support: * Although significant, his overall time commitments remain within ISS policy guidelines on external board mandates. Item 10: Re-elect Helen Mahy as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her role as NED at SSE plc, Helen Mahy is the Board Chair at Renewables Infrastructure Group Ltd and MedicX Fund Ltd and NED at Bonheur ASA. Overall, her external time commitments are significant and may potentially impair her ability to devote sufficient time to her role as NED of SSE. The main reason for support is: * All the Companies where she holds external directorships are investment companies, which generally require less demanding time commitments than operating companies.
11 Re-elect Alistair Phillips-Davies as Director For For
Blended Rationale: Item 4-7, 9 and 11-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8: Re-elect Richard Gillingwater as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as Board Chair at SSE, he holds directorships at Janus Henderson and Whitbread: overall, his external time commitments are considered significant and may potentially impair his ability to devote sufficient time to his role as Chair of SSE. Main reason for support: * Although significant, his overall time commitments remain within ISS policy guidelines on external board mandates. Item 10: Re-elect Helen Mahy as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her role as NED at SSE plc, Helen Mahy is the Board Chair at Renewables Infrastructure Group Ltd and MedicX Fund Ltd and NED at Bonheur ASA. Overall, her external time commitments are significant and may potentially impair her ability to devote sufficient time to her role as NED of SSE. The main reason for support is: * All the Companies where she holds external directorships are investment companies, which generally require less demanding time commitments than operating companies.
12 Elect Martin Pibworth as Director For For
Blended Rationale: Item 4-7, 9 and 11-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 8: Re-elect Richard Gillingwater as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to his role as Board Chair at SSE, he holds directorships at Janus Henderson and Whitbread: overall, his external time commitments are considered significant and may potentially impair his ability to devote sufficient time to his role as Chair of SSE. Main reason for support: * Although significant, his overall time commitments remain within ISS policy guidelines on external board mandates. Item 10: Re-elect Helen Mahy as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her role as NED at SSE plc, Helen Mahy is the Board Chair at Renewables Infrastructure Group Ltd and MedicX Fund Ltd and NED at Bonheur ASA. Overall, her external time commitments are significant and may potentially impair her ability to devote sufficient time to her role as NED of SSE. The main reason for support is: * All the Companies where she holds external directorships are investment companies, which generally require less demanding time commitments than operating companies.
13 Reappoint KPMG LLP Auditors For For
14 Authorise Audit Committee to Fix Remuneration For For of Auditors
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
SSE plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Market Purchase of Ordinary Shares For For
18 Approve Scrip Dividend Scheme For For
19 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
SSE plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Special Ticker: SSE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
i Approve the Declaration of a Special Dividend to For For give effect to the Demerger of SSE Energy Services from SSE
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
ii Approve Waiver on Tender-Bid Requirement For For
Suedzucker AG
Meeting Date: 07/19/2018 Country: Germany Meeting Type: Annual Ticker: SZU
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Allocation of Income and Dividends of For For EUR 0.45 per Share
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Suedzucker AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve Discharge of Management Board for For For Fiscal 2017/18
Blended Rationale: Votes FOR these proposals are warranted as there is no evidence that the boards have not fulfilled their fiduciary duties.
4 Approve Discharge of Supervisory Board for For For Fiscal 2017/18
Blended Rationale: Votes FOR these proposals are warranted as there is no evidence that the boards have not fulfilled their fiduciary duties.
5 Ratify PricewaterhouseCoopers GmbH as For For Auditors for Fiscal 2018/19
6 Amend Articles Re: Legal Form of Shares For For
The Edinburgh Investment Trust plc
Meeting Date: 07/19/2018 Country: United Kingdom Meeting Type: Annual Ticker: EDIN
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
3 Approve Remuneration Report For For
4 Approve Final Dividend For For
5 Re-elect Glen Suarez as Director For For
Blended Rationale: A vote FOR the re-election of Glen Suarez, Gordon McQueen, Maxwell Ward, Victoria Hastings and Sir Nigel Wicks is warranted because no significant concerns have been identified.
6 Re-elect Gordon McQueen as Director For For
Blended Rationale: A vote FOR the re-election of Glen Suarez, Gordon McQueen, Maxwell Ward, Victoria Hastings and Sir Nigel Wicks is warranted because no significant concerns have been identified.
7 Re-elect Maxwell Ward as Director For For
Blended Rationale: A vote FOR the re-election of Glen Suarez, Gordon McQueen, Maxwell Ward, Victoria Hastings and Sir Nigel Wicks is warranted because no significant concerns have been identified.
8 Re-elect Victoria Hastings as Director For For
Blended Rationale: A vote FOR the re-election of Glen Suarez, Gordon McQueen, Maxwell Ward, Victoria Hastings and Sir Nigel Wicks is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
The Edinburgh Investment Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Sir Nigel Wicks as Director For For
Blended Rationale: A vote FOR the re-election of Glen Suarez, Gordon McQueen, Maxwell Ward, Victoria Hastings and Sir Nigel Wicks is warranted because no significant concerns have been identified.
10 Reappoint KPMG LLP as Auditors For For
11 Authorise the Audit Committee to Fix For For Remuneration of Auditors
12 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Market Purchase of Ordinary Shares For For
15 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Turk Telekomunikasyon AS
Meeting Date: 07/19/2018 Country: Turkey Meeting Type: Special Ticker: TTKOM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Open Meeting and Elect Presiding Council of For For Meeting
2 Authorize Presiding Council to Sign Minutes of For For Meeting
3 Elect Directors and Approve Their Remuneration For Against
Voter Rationale: Bundled resolution with not all directors' names disclosed.
Blended Rationale: Bundled resolution with not all directors' names disclosed.
4 Grant Permission for Board Members to Engage For For in Commercial Transactions with Company and Be Involved with Companies with Similar Corporate Purpose
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
VMware, Inc.
Meeting Date: 07/19/2018 Country: USA Meeting Type: Annual Ticker: VMW
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: The minimum vesting period is less than three years.
3 Ratify PricewaterhouseCoopers LLP as Auditors For For
Wipro Limited
Meeting Date: 07/19/2018 Country: India Meeting Type: Annual Ticker: 507685
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Confirm Interim Dividend as Final Dividend For For
3 Reelect Rishad A Premji as Director For For
Blended Rationale: A vote AGAINST Ireena Vittal (Item 4) is warranted because she has attended less than 75 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation. A vote FOR Rishad A. Premji (Item 3) is warranted given the absence of any known issues concerning the nominee and the company's board and committee dynamics.
4 Reelect Ireena Vittal as Director For Against
Voter Rationale: Overboarded and has attended less than 75% of meetings for 2 consecutive years
Blended Rationale: Overboarded and has attended less than 75% of meetings for 2 consecutive years
Wipro Limited
Meeting Date: 07/19/2018 Country: India Meeting Type: Annual Ticker: 507685
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Wipro Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Confirm Interim Dividend as Final Dividend For For
3 Reelect Rishad A Premji as Director For For
Blended Rationale: A vote AGAINST Ireena Vittal (Item 4) is warranted because she has attended less than 75 percent of board and committee meetings over the most recent fiscal year, without a satisfactory explanation. A vote FOR Rishad A. Premji (Item 3) is warranted given the absence of any known issues concerning the nominee and the company's board and committee dynamics.
4 Reelect Ireena Vittal as Director For Against
Voter Rationale: Overboarded and has attended less than 75% of meetings for 2 consecutive years
Blended Rationale: Overboarded and has attended less than 75% of meetings for 2 consecutive years
Bajaj Auto Ltd.
Meeting Date: 07/20/2018 Country: India Meeting Type: Annual Ticker: BAJAJ-AUTO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Dividend For For
3 Reelect Niraj Bajaj as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
4 Reelect Manish Kejriwal as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
5 Authorize Board to Fix Remuneration of S R B For For C & CO LLP, Chartered Accountants as Auditors
6 Elect Anami Roy as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
HomeServe plc
Meeting Date: 07/20/2018 Country: United Kingdom Meeting Type: Annual Ticker: HSV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Barry Gibson as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
5 Re-elect Richard Harpin as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
6 Re-elect David Bower as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
7 Re-elect Johnathan Ford as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
HomeServe plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Re-elect Tom Rusin as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
9 Re-elect Katrina Cliffe as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
10 Re-elect Stella David as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
11 Re-elect Edward Fitzmaurice as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
12 Re-elect Chris Havemann as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
HomeServe plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
13 Elect Ron McMillan as Director For For
Blended Rationale: Items 4-12A vote FOR these Directors is warranted as no significant concerns have been identified.Item 13A vote FOR this director is warranted although it is not without concern because:DIRECTOR'S EXTERNAL TIME COMMITMENTS In addition to his role at HomeServe plc, Ron McMillan has four other non-executive directorships. Whilst this is within ISS guidelines, it is highlighted that on three of these boards, he is the Senior Independent Director (SID). Further, he is the Chair of the Audit committee at all five companies. As such, shareholders may wish to seek assurances that he can devote sufficient time to his role at HomeServe plc.The AR&As state that "Time commitment is discussed with prospective Non-Executive Directors as part of the recruitment process. The Board is satisfied that all Non-Executive Directors have sufficient time to meet their commitment to the Company."
14 Reappoint Deloitte LLP as Auditors For For
15 Authorise Board to Fix Remuneration of Auditors For For
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
21 Approve HomeServe 2018 Long Term Incentive For For Plan
Karnataka Bank Ltd. (The)
Meeting Date: 07/21/2018 Country: India Meeting Type: Annual Ticker: KTKBANK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Dividend For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Karnataka Bank Ltd. (The)
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Reelect P. Jayarama Bhat as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
4 Approve Manohar Chowdhry & Associates, For Against Chartered Accountants and Badari, Madhusudhan & Srinivasan, Chartered Accountants as Auditors and Authorize Board to Fix Their Remuneration
Voter Rationale: Fees paid to auditors not disclosed
Blended Rationale: Fees paid to auditors not disclosed
5 Appoint Branch Auditors and Authorize Board to For Against Fix Their Remuneration Voter Rationale: Fees paid to auditors not disclosed
Blended Rationale: Fees paid to auditors not disclosed
6 Elect Mythily Ramesh as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
7 Approve Revision in the Remuneration of For For Mahabaleshwara M S as Managing Director & CEO
8 Increase Authorized Share Capital and Amend For For Memorandum of Association
Blended Rationale: A vote FOR these resolutions is warranted given the capital increase is within a reasonable range.
9 Amend Memorandum of Association to Reflect For For Changes in Capital
Blended Rationale: A vote FOR these resolutions is warranted given the capital increase is within a reasonable range.
10 Reelect Ashok Haranahalli as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
11 Reelect Rammohan Rao Belle as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
12 Amend Articles of Association For For
13 Approve KBL Stock Option Scheme 2018 For For
Allianz Technology Trust PLC
Meeting Date: 07/23/2018 Country: United Kingdom Meeting Type: Special Ticker: ATT
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Allianz Technology Trust PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Authorise Issue of Equity with Pre-emptive For For Rights (Additional Authority)
Blended Rationale: Items 1 and 3 A vote FOR these resolutions is warranted, although it is not without concern for shareholders: * The proposed authorities are in addition to the existing authorities, which has since been substantially utilised by the Company. The main reasons for support are: * The proposed amounts and durations are within recommended limits; and * The Company has clearly explained the rationale behind the proposals. Items 2 and 4 A vote AGAINST these resolutions is warranted because: * The proposed authorities exceed the recommended limits of 33% of issued share capital for issuances with pre-emptive rights and 5% of issued share capital (or 10% of issued share capital when there is commitment that shares will be issued at or above NAV) for issuances without pre-emptive rights. These are in addition to the proposed authorities requested under Items 1 and 3.
2 Authorise Issue of Equity in Connection with the For Against Placing Programme Voter Rationale: Excessive dilution.
Blended Rationale: Excessive dilution.
3 Authorise Issue of Equity without Pre-emptive For For Rights (Additional Authority)
Blended Rationale: Items 1 and 3 A vote FOR these resolutions is warranted, although it is not without concern for shareholders: * The proposed authorities are in addition to the existing authorities, which has since been substantially utilised by the Company. The main reasons for support are: * The proposed amounts and durations are within recommended limits; and * The Company has clearly explained the rationale behind the proposals. Items 2 and 4 A vote AGAINST these resolutions is warranted because: * The proposed authorities exceed the recommended limits of 33% of issued share capital for issuances with pre-emptive rights and 5% of issued share capital (or 10% of issued share capital when there is commitment that shares will be issued at or above NAV) for issuances without pre-emptive rights. These are in addition to the proposed authorities requested under Items 1 and 3.
4 Authorise Issue of Equity without Pre-emptive For Against Rights in Connection with the Placing Programme Voter Rationale: Excessive dilution.
Blended Rationale: Excessive dilution.
HEG Ltd.
Meeting Date: 07/23/2018 Country: India Meeting Type: Annual Ticker: 509631
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Confirm Interim Dividend and Declare Final For For Dividend
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
HEG Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Reelect Satyendra Nath Bhattacharya as For For Director
Blended Rationale: A vote AGAINST Dharmendar Nath Davar (Item 6) is warranted because he serves on a total of more than six public company boards.A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.
4 Approve S C Vasudeva & Co, Chartered For For Accountants as Auditors and Authorize Board to Fix Their Remuneration
5 Reelect Vinita Singhania as Director For For
Blended Rationale: A vote AGAINST Dharmendar Nath Davar (Item 6) is warranted because he serves on a total of more than six public company boards.A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.
6 Reelect Dharmendar Nath Davar as Director For Against
Voter Rationale: Overboarded
Blended Rationale: Overboarded
7 Reelect Om Parkash Bahl as Director For For
Blended Rationale: A vote AGAINST Dharmendar Nath Davar (Item 6) is warranted because he serves on a total of more than six public company boards.A vote FOR all other nominees is warranted given the absence of any known issues concerning the nominees.
8 Approve Commission to Non-Executive Directors For For
9 Approve Remuneration of Cost Auditors For For
Midea Group Co., Ltd.
Meeting Date: 07/23/2018 Country: China Meeting Type: Special Ticker: 000333
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Repurchase of the Company's Shares For For
Blended Rationale: A vote FOR is warranted because no concerns have been identified.
1.1 Approve Manner and Usage of Share For For Repurchase
Blended Rationale: A vote FOR is warranted because no concerns have been identified.
1.2 Approve Price or Price Range and Pricing For For Principle of the Share Repurchase
Blended Rationale: A vote FOR is warranted because no concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Midea Group Co., Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.3 Approve Total Capital and Capital Source Used For For for the Share Repurchase
Blended Rationale: A vote FOR is warranted because no concerns have been identified.
1.4 Approve Type, Number and Proportion of the For For Share Repurchase
Blended Rationale: A vote FOR is warranted because no concerns have been identified.
1.5 Approve Period of the Share Repurchase For For
Blended Rationale: A vote FOR is warranted because no concerns have been identified.
2 Approve Authorization of Board to Handle All For For Related Matters
Blended Rationale: A vote FOR is warranted because no concerns have been identified.
Banco Santander (Mexico) SA, Institucion de Banca Multiple, Grupo
Meeting Date: 07/24/2018 Country: Mexico Meeting Type: Special Ticker: BSMX B
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Maria de Lourdes Melgar Palacios as For For Director; Elect Silvia Elena Giorguli Saucedo as Alternate Director Representing Series B Shareholders
1.2 Elect Antonio Puron Mier y Teran as Director; For For Elect Jesus Federico Reyes Heroles Gonzalez Garza as Alternate Director
2 Authorize Marcos Alejandro Martinez Gavica, For For Hector Blas Grisi Checa, Fernando Borja Mujica and Rocio Erika Bulhosen Aracil to Ratify and Execute Approved Resolutions
Banco Santander (Mexico) SA, Institucion de Banca Multiple, Grupo
Meeting Date: 07/24/2018 Country: Mexico Meeting Type: Special Ticker: BSMX B
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Banco Santander (Mexico) SA, Institucion de Banca Multiple, Grupo
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect or Ratify Directors Representing Series B For For Shareholders
2 Authorize Marcos Alejandro Martinez Gavica, For For Hector Blas Grisi Checa, Fernando Borja Mujica and Rocio Erika Bulhosen Aracil to Ratify and Execute Approved Resolutions
Chamberlin plc
Meeting Date: 07/24/2018 Country: United Kingdom Meeting Type: Annual Ticker: CMH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For Against Reports Voter Rationale: Unable to support due to lack of annual report.
Blended Rationale: Unable to support due to lack of annual report.
2 Re-elect Keith Butler-Wheelhouse as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
3 Re-elect Kevin Nolan as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
4 Re-elect David Roberts as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
5 Re-elect Keith Jackson as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
6 Elect David Flowerday as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
7 Approve Remuneration Report For Against
Voter Rationale: Unable to support due to lack of annual report.
Blended Rationale: Unable to support due to lack of annual report.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Chamberlin plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Reappoint Grant Thornton UK LLP as Auditors For Against and Authorise Their Remuneration Voter Rationale: Unable to support due to lack of annual report.
Blended Rationale: Unable to support due to lack of annual report.
9 Authorise Issue of Equity with Pre-emptive For Against Rights Voter Rationale: Unable to support due to lack of annual report.
Blended Rationale: Unable to support due to lack of annual report.
10 Authorise Issue of Equity without Pre-emptive For Against Rights Voter Rationale: Unable to support due to lack of annual report.
Blended Rationale: Unable to support due to lack of annual report.
11 Authorise Market Purchase of Ordinary Shares For Against
Voter Rationale: Unable to support due to lack of annual report.
Blended Rationale: Unable to support due to lack of annual report.
Charles Stanley Group plc
Meeting Date: 07/24/2018 Country: United Kingdom Meeting Type: Annual Ticker: CAY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Remuneration Report For For
4 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
5 Re-elect Sir David Howard as Director For For
Blended Rationale: A vote FOR the election/re-election of Sir David Howard, Paul Abberley, Ben Money-Coutts, Gary Teper, Bridget Guerin, Andrew Didham, Hugh Grootenhuis and Marcia Campbell is warranted because no significant concerns have been identified.
6 Re-elect Paul Abberley as Director For For
Blended Rationale: A vote FOR the election/re-election of Sir David Howard, Paul Abberley, Ben Money-Coutts, Gary Teper, Bridget Guerin, Andrew Didham, Hugh Grootenhuis and Marcia Campbell is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Charles Stanley Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Re-elect Benjamin Money-Coutts as Director For For
Blended Rationale: A vote FOR the election/re-election of Sir David Howard, Paul Abberley, Ben Money-Coutts, Gary Teper, Bridget Guerin, Andrew Didham, Hugh Grootenhuis and Marcia Campbell is warranted because no significant concerns have been identified.
8 Re-elect Gary Teper as Director For For
Blended Rationale: A vote FOR the election/re-election of Sir David Howard, Paul Abberley, Ben Money-Coutts, Gary Teper, Bridget Guerin, Andrew Didham, Hugh Grootenhuis and Marcia Campbell is warranted because no significant concerns have been identified.
9 Re-elect Bridget Guerin as Director For For
Blended Rationale: A vote FOR the election/re-election of Sir David Howard, Paul Abberley, Ben Money-Coutts, Gary Teper, Bridget Guerin, Andrew Didham, Hugh Grootenhuis and Marcia Campbell is warranted because no significant concerns have been identified.
10 Re-elect Andrew Didham as Director For For
Blended Rationale: A vote FOR the election/re-election of Sir David Howard, Paul Abberley, Ben Money-Coutts, Gary Teper, Bridget Guerin, Andrew Didham, Hugh Grootenhuis and Marcia Campbell is warranted because no significant concerns have been identified.
11 Elect Hugh Grootenhuis as Director For For
Blended Rationale: A vote FOR the election/re-election of Sir David Howard, Paul Abberley, Ben Money-Coutts, Gary Teper, Bridget Guerin, Andrew Didham, Hugh Grootenhuis and Marcia Campbell is warranted because no significant concerns have been identified.
12 Elect Marcia Campbell as Director For For
Blended Rationale: A vote FOR the election/re-election of Sir David Howard, Paul Abberley, Ben Money-Coutts, Gary Teper, Bridget Guerin, Andrew Didham, Hugh Grootenhuis and Marcia Campbell is warranted because no significant concerns have been identified.
13 Reappoint KPMG LLP as Auditors For For
14 Authorise Board to Fix Remuneration of Auditors For For
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
China Yangtze Power Co., Ltd.
Meeting Date: 07/24/2018 Country: China Meeting Type: Special Ticker: 600900
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Ma Zhenbo as Non-Independent Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
1.2 Elect Chen Guoqing as Non-Independent For For Director
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
1.3 Elect Zhao Qiang as Non-Independent Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board dynamics.
Halfords Group plc
Meeting Date: 07/24/2018 Country: United Kingdom Meeting Type: Annual Ticker: HFD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Remuneration Report For For
4 Elect Graham Stapleton as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
5 Elect Keith Williams as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
6 Re-elect Jonny Mason as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
7 Re-elect David Adams as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Halfords Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Re-elect Claudia Arney as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
9 Re-elect Helen Jones as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Reappoint KPMG LLP as Auditors For For
11 Authorise the Audit Committee to Fix For For Remuneration of Auditors
12 Authorise EU Political Donations and For For Expenditure
13 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
15 Authorise Market Purchase of Ordinary Shares For For
16 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Hero MotoCorp Ltd.
Meeting Date: 07/24/2018 Country: India Meeting Type: Annual Ticker: 500182
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Confirm Interim Dividend and Declare Final For For Dividend
3 Reelect Suman Kant Munjal as Director For For
4 Approve Remuneration of Cost Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
ICON plc
Meeting Date: 07/24/2018 Country: Ireland Meeting Type: Annual Ticker: ICLR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Ciaran Murray For For
1.2 Elect Director Declan McKeon For For
1.3 Elect Director Eugene McCague For For
1.4 Elect Director Joan Garahy For For
2 Accept Financial Statements and Statutory For For Reports
3 Authorize Board to Fix Remuneration of Auditors For For
4 Authorize Issue of Equity with Pre-emptive For For Rights
5 Authorize Issue of Equity without Pre-emptive For For Rights
6 Authorize Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
7 Authorize Share Repurchase Program For For
8 Approve the Price Range for the Reissuance of For For Shares
Singapore Telecommunications Limited
Meeting Date: 07/24/2018 Country: Singapore Meeting Type: Annual Ticker: Z74
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Adopt Financial Statements and Directors' and For For Auditors' Reports
2 Approve Final Dividend For For
3 Elect Bobby Chin Yoke Choong as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.
4 Elect Venkataraman Vishnampet Ganesan as For For Director
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Singapore Telecommunications Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Elect Teo Swee Lian as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.
6 Elect Gautam Banerjee as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees.
7 Approve Directors' Fees For For
8 Approve KPMG LLP as Auditors and Authorize For For Board to Fix Their Remuneration
9 Approve Issuance of Equity or Equity-Linked For For Securities with or without Preemptive Rights
10 Approve Grant of Awards and Issuance of For For Shares Under the Singtel Performance Share Plan 2012
11 Authorize Share Repurchase Program For For
TALGO S.A.
Meeting Date: 07/24/2018 Country: Spain Meeting Type: Special Ticker: TLGO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Fix Number of Directors at 15 For For
2.1 Elect Ignacio Mataix Entero as Director For For
Blended Rationale: A vote FOR Item 2.1 is warranted due to a lack of concerns about the independent director nominee.A vote AGAINST the election of a NI-NED under Item 2.2 is warranted as less than half of board is composed of independent directors, which does not meet the independence guidelines for a non-controlled company in this market.
2.2 Elect Segundo Vallejo Abad as Director For Against
Voter Rationale: Lack of independence on the board.
Blended Rationale: Lack of independence on the board.
3 Authorize Board to Ratify and Execute Approved For For Resolutions
Thruvision Group plc
Meeting Date: 07/24/2018 Country: United Kingdom Meeting Type: Special Ticker: THRU
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Thruvision Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Authorise Market Purchase of Ordinary Shares For For in Connection with the Tender Offer
TR Property Investment Trust plc
Meeting Date: 07/24/2018 Country: United Kingdom Meeting Type: Annual Ticker: TRY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Simon Marrison as Director For For
Blended Rationale: A vote FOR the re-election/election of Simon Marrison, Suzie Procter, Hugh Seaborn, David Watson and Tim Gillbanks is warranted because no significant concerns have been identified.
5 Re-elect Suzie Procter as Director For For
Blended Rationale: A vote FOR the re-election/election of Simon Marrison, Suzie Procter, Hugh Seaborn, David Watson and Tim Gillbanks is warranted because no significant concerns have been identified.
6 Re-elect Hugh Seaborn as Director For For
Blended Rationale: A vote FOR the re-election/election of Simon Marrison, Suzie Procter, Hugh Seaborn, David Watson and Tim Gillbanks is warranted because no significant concerns have been identified.
7 Re-elect David Watson as Director For For
Blended Rationale: A vote FOR the re-election/election of Simon Marrison, Suzie Procter, Hugh Seaborn, David Watson and Tim Gillbanks is warranted because no significant concerns have been identified.
8 Elect Tim Gillbanks as Director For For
Blended Rationale: A vote FOR the re-election/election of Simon Marrison, Suzie Procter, Hugh Seaborn, David Watson and Tim Gillbanks is warranted because no significant concerns have been identified.
9 Reappoint KPMG LLP as Auditors For For
10 Authorise Board to Fix Remuneration of Auditors For For
11 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
TR Property Investment Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Market Purchase of Ordinary Shares For For
Wizz Air Holdings Plc
Meeting Date: 07/24/2018 Country: Jersey Meeting Type: Annual Ticker: WIZZ
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
4 Re-elect William Franke as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
5 Re-elect Jozsef Varadi as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
6 Re-elect Thierry de Preux as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
7 Re-elect Thierry de Preux as Director For For (Independent Shareholder Vote)
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
8 Re-elect Guido Demuynck as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
9 Re-elect Guido Demuynck as Director For For (Independent Shareholder Vote)
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
10 Re-elect Simon Duffy as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Wizz Air Holdings Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Re-elect Simon Duffy as Director (Independent For For Shareholder Vote)
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
12 Re-elect Susan Hooper as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
13 Re-elect Susan Hooper as Director For For (Independent Shareholder Vote)
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
14 Re-elect Stephen Johnson as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
15 Re-elect John McMahon as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
16 Re-elect John McMahon as Director For For (Independent Shareholder Vote)
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
17 Re-elect John Wilson as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
18 Elect Barry Eccleston as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
19 Elect Barry Eccleston as Director (Independent For For Shareholder Vote)
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
20 Reappoint PricewaterhouseCoopers LLP as For For Auditors
21 Authorise Board and/or the Audit Committee to For For Fix Remuneration of Auditors
22 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
23 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
24 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Kim Loong Resources Berhad
Meeting Date: 07/25/2018 Country: Malaysia Meeting Type: Annual Ticker: KMLOONG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Directors' Fees for the Financial Year For For Ended January 31, 2018
Blended Rationale: A vote FOR these resolutions is warranted.
4 Approve Directors' Meeting Allowance from this For For AGM Until the Next AGM of the Company
Blended Rationale: A vote FOR these resolutions is warranted.
5 Elect Gooi Seong Chneh as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
6 Elect Cheang Kwan Chow as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
7 Approve Ernst & Young as Auditors and For For Authorize Board to Fix Their Remuneration
8 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
9 Authorize Share Repurchase Program For For
10 Approve Gan Kim Guan to Continue Office as For For Independent Non-Executive Director
11 Approve Implementation of Shareholders' For For Mandate for Recurrent Related Party Transactions
Link Real Estate Investment Trust
Meeting Date: 07/25/2018 Country: Hong Kong Meeting Type: Annual Ticker: 823
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.1 Elect Nicholas Charles Allen as Director For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Link Real Estate Investment Trust
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.2 Elect Poh Lee Tan as Director For For
3.3 Elect Peter Tse Pak Wing as Director For For
3.4 Elect Ian Keith Griffiths as Director For For
4.1 Elect Christopher John Brooke as Director For For
5 Authorize Repurchase of Issued Share Capital For For
6.1 Amend Trust Deed Distribution Formula Re: For For Unrealized Property Revaluation Losses
6.2 Amend Trust Deed Distribution Formula Re: For For Goodwill Impairment
6.3 Amend Trust Deed Distribution Formula Re: Fair For For Value Losses on Financial Instruments
6.4 Amend Trust Deed Distribution Formula Re: For For Depreciation and/or Amortization
6.5 Amend Trust Deed Distribution Formula Re: For For Gains on Disposal of Special Purpose Vehicles of Link
7 Approve Trust Deed Expanded Investment For For Scope Re: Relevant Investments and Relevant Investments Amendments
Mapletree Commercial Trust
Meeting Date: 07/25/2018 Country: Singapore Meeting Type: Annual Ticker: N2IU
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Adopt Report of the Trustee, Statement by the For For Manager, Audited Financial Statements and Auditors' Report
2 Approve PricewaterhouseCoopers LLP as Auditor For For and Authorize Manager to Fix Their Remuneration
3 Approve Issuance of Equity or Equity-Linked For Against Securities with or without Preemptive Rights Voter Rationale: 20% equity raise without preemptive rights is above our threshold
Blended Rationale: 20% equity raise without preemptive rights is above our threshold
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
McKesson Corporation
Meeting Date: 07/25/2018 Country: USA Meeting Type: Annual Ticker: MCK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1a Elect Director N. Anthony Coles For For
1b Elect Director John H. Hammergren For For
1c Elect Director M. Christine Jacobs For For
1d Elect Director Donald R. Knauss For For
1e Elect Director Marie L. Knowles For For
1f Elect Director Bradley E. Lerman For For
1g Elect Director Edward A. Mueller For For
1h Elect Director Susan R. Salka For For
2 Ratify Deloitte & Touche LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: The minimum vesting period is less than three years.
4 Report on Lobbying Payments and Policy Against For
Voter Rationale: McKesson is being asked to report on lobbying-related practices and policies. While the company has drastically improved disclosure on lobbying and political contribution, there are some notable gaps, and in light of serious allegations that the company indirectly influenced opioid distribution quotas (NB currently not concluded), we believe utmost transparency is required. For example, helpful additions would be: evidence that the board reviews lobbying policy, disclosure of payments outside the US, and full disclosure on trade associations in which the company participates. The US Senate website also details submissions from McKesson, and shows a rise in aggregated federal lobbying spend over the past couple of years - this would warrant explanation. As such, we are supporting the resolution.
Blended Rationale: McKesson is being asked to report on lobbying-related practices and policies. While the company has drastically improved disclosure on lobbying and political contribution, there are some notable gaps, and in light of serious allegations that the company indirectly influenced opioid distribution quotas (NB currently not concluded), we believe utmost transparency is required. For example, helpful additions would be: evidence that the board reviews lobbying policy, disclosure of payments outside the US, and full disclosure on trade associations in which the company participates. The US Senate website also details submissions from McKesson, and shows a rise in aggregated federal lobbying spend over the past couple of years - this would warrant explanation. As such, we are supporting the resolution.
5 Pro-rata Vesting of Equity Awards Against For
Voter Rationale: Would further align interests of executives with shareholders
Blended Rationale: Would further align interests of executives with shareholders
6 Use GAAP for Executive Compensation Metrics Against Against
Blended Rationale: Referred to Schroders for internal consideration.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
McKesson Corporation
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Reduce Ownership Threshold for Shareholders Against For to Call Special Meeting Voter Rationale: Would enhance shareholder rights
Blended Rationale: Would enhance shareholder rights
Pantaflix AG
Meeting Date: 07/25/2018 Country: Germany Meeting Type: Annual Ticker: PAL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Discharge of Management Board for For For Fiscal 2017
Blended Rationale: Votes FOR these proposals are warranted as there is no evidence that the boards have not fulfilled their fiduciary duties.
3 Approve Discharge of Supervisory Board for For For Fiscal 2017
Blended Rationale: Votes FOR these proposals are warranted as there is no evidence that the boards have not fulfilled their fiduciary duties.
4 Ratify VOTUM AG as Auditors for Fiscal 2018 For For
5 Approve EUR 12.7 Million Capitalization of For For Reserves
6 Approve Issuance of Warrants/Bonds with For Against Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 100 Million Voter Rationale: Excessive dilution concerns.
Blended Rationale: Excessive dilution concerns.
7 Approve Creation of EUR 508,200 Pool of For Against Capital without Preemptive Rights Voter Rationale: Excessive dilution concerns.
Blended Rationale: Excessive dilution concerns.
8 Approve Stock Option Plan for Key Employees; For For Approve Creation of EUR 107,050 Pool of Conditional Capital to Guarantee Conversion Rights
9 Approve Remuneration of Supervisory Board For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Pantaflix AG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Approve Creation of EUR 635,250 Pool of For Against Capital without Preemptive Rights Voter Rationale: Excessive dilution concerns.
Blended Rationale: Excessive dilution concerns.
Polar Capital Holdings plc
Meeting Date: 07/25/2018 Country: United Kingdom Meeting Type: Annual Ticker: POLR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Elect Gavin Rochussen as Director For For
4 Reappoint Ernst & Young LLP as Auditors For For
5 Authorise Board to Fix Remuneration of Auditors For For
6 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
7 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
8 Authorise Market Purchase of Ordinary Shares For For
QinetiQ Group Plc
Meeting Date: 07/25/2018 Country: United Kingdom Meeting Type: Annual Ticker: QQ.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
QinetiQ Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Lynn Brubaker as Director For For
Blended Rationale: Items 4-9, 11-12 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 10 A vote FOR this Director is warranted, although it is not without concern for shareholders: * In addition to her position on the QinetiQ Board as NED, Susan Searle holds a significant number of external Board positions at other listed companies, which may undermine her ability to discharge her duties and serve effectively as a NED on the Board of QinetiQ. The main reason for support is: * One of her external directorships is on an investment trust board, and the other three are at AIM-listed companies with substantially smaller market capitalisations than QinetiQ.
5 Re-elect Sir James Burnell-Nugent as Director For For
Blended Rationale: Items 4-9, 11-12 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 10 A vote FOR this Director is warranted, although it is not without concern for shareholders: * In addition to her position on the QinetiQ Board as NED, Susan Searle holds a significant number of external Board positions at other listed companies, which may undermine her ability to discharge her duties and serve effectively as a NED on the Board of QinetiQ. The main reason for support is: * One of her external directorships is on an investment trust board, and the other three are at AIM-listed companies with substantially smaller market capitalisations than QinetiQ.
6 Re-elect Mark Elliott as Director For For
Blended Rationale: Items 4-9, 11-12 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 10 A vote FOR this Director is warranted, although it is not without concern for shareholders: * In addition to her position on the QinetiQ Board as NED, Susan Searle holds a significant number of external Board positions at other listed companies, which may undermine her ability to discharge her duties and serve effectively as a NED on the Board of QinetiQ. The main reason for support is: * One of her external directorships is on an investment trust board, and the other three are at AIM-listed companies with substantially smaller market capitalisations than QinetiQ.
7 Re-elect Michael Harper as Director For For
Blended Rationale: Items 4-9, 11-12 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 10 A vote FOR this Director is warranted, although it is not without concern for shareholders: * In addition to her position on the QinetiQ Board as NED, Susan Searle holds a significant number of external Board positions at other listed companies, which may undermine her ability to discharge her duties and serve effectively as a NED on the Board of QinetiQ. The main reason for support is: * One of her external directorships is on an investment trust board, and the other three are at AIM-listed companies with substantially smaller market capitalisations than QinetiQ.
8 Re-elect Ian Mason as Director For For
Blended Rationale: Items 4-9, 11-12 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 10 A vote FOR this Director is warranted, although it is not without concern for shareholders: * In addition to her position on the QinetiQ Board as NED, Susan Searle holds a significant number of external Board positions at other listed companies, which may undermine her ability to discharge her duties and serve effectively as a NED on the Board of QinetiQ. The main reason for support is: * One of her external directorships is on an investment trust board, and the other three are at AIM-listed companies with substantially smaller market capitalisations than QinetiQ.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
QinetiQ Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Paul Murray as Director For For
Blended Rationale: Items 4-9, 11-12 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 10 A vote FOR this Director is warranted, although it is not without concern for shareholders: * In addition to her position on the QinetiQ Board as NED, Susan Searle holds a significant number of external Board positions at other listed companies, which may undermine her ability to discharge her duties and serve effectively as a NED on the Board of QinetiQ. The main reason for support is: * One of her external directorships is on an investment trust board, and the other three are at AIM-listed companies with substantially smaller market capitalisations than QinetiQ.
10 Re-elect Susan Searle as Director For For
Blended Rationale: Items 4-9, 11-12 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 10 A vote FOR this Director is warranted, although it is not without concern for shareholders: * In addition to her position on the QinetiQ Board as NED, Susan Searle holds a significant number of external Board positions at other listed companies, which may undermine her ability to discharge her duties and serve effectively as a NED on the Board of QinetiQ. The main reason for support is: * One of her external directorships is on an investment trust board, and the other three are at AIM-listed companies with substantially smaller market capitalisations than QinetiQ.
11 Re-elect David Smith as Director For For
Blended Rationale: Items 4-9, 11-12 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 10 A vote FOR this Director is warranted, although it is not without concern for shareholders: * In addition to her position on the QinetiQ Board as NED, Susan Searle holds a significant number of external Board positions at other listed companies, which may undermine her ability to discharge her duties and serve effectively as a NED on the Board of QinetiQ. The main reason for support is: * One of her external directorships is on an investment trust board, and the other three are at AIM-listed companies with substantially smaller market capitalisations than QinetiQ.
12 Re-elect Steve Wadey as Director For For
Blended Rationale: Items 4-9, 11-12 A vote FOR this candidate is warranted as no significant concerns have been identified. Item 10 A vote FOR this Director is warranted, although it is not without concern for shareholders: * In addition to her position on the QinetiQ Board as NED, Susan Searle holds a significant number of external Board positions at other listed companies, which may undermine her ability to discharge her duties and serve effectively as a NED on the Board of QinetiQ. The main reason for support is: * One of her external directorships is on an investment trust board, and the other three are at AIM-listed companies with substantially smaller market capitalisations than QinetiQ.
13 Reappoint PricewaterhouseCoopers LLP as For For Auditors
14 Authorise the Audit Committee to Fix For For Remuneration of Auditors
15 Authorise EU Political Donations and For For Expenditure
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
QinetiQ Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Quality Care Properties, Inc.
Meeting Date: 07/25/2018 Country: USA Meeting Type: Special Ticker: QCP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger Agreement For For
2 Advisory Vote on Golden Parachutes For Against
Voter Rationale: We are not supportive of Golden Parachutes
Blended Rationale: We are not supportive of Golden Parachutes
3 Adjourn Meeting For For
System1 Group PLC
Meeting Date: 07/25/2018 Country: United Kingdom Meeting Type: Annual Ticker: SYS1
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Re-elect Graham Blashill as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
4 Re-elect Robert Brand as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
5 Re-elect John Kearon as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
System1 Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Re-elect James Geddes as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
7 Re-elect Alex Hunt as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
8 Elect Sophie Tomkins as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
9 Reappoint Grant Thornton UK LLP as Auditors For For and Authorise Their Remuneration
10 Approve Final Dividend For For
11 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Market Purchase of Ordinary Shares For For
Tata Elxsi Ltd.
Meeting Date: 07/25/2018 Country: India Meeting Type: Annual Ticker: 500408
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Dividend For For
3 Reelect N. Ganapathy Subramaniam as Director For For
4 Approve BSR & Co. LLP, Chartered Accountants For For as Auditors
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Trifast plc
Meeting Date: 07/25/2018 Country: United Kingdom Meeting Type: Annual Ticker: TRI
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Mark Belton as Director For For
Blended Rationale: Items 4 to 7: Elect/ Re-elect DirectorsA vote FOR these directors is considered warranted as no significant concerns have been identified.
5 Re-elect Glenda Roberts as Director For For
Blended Rationale: Items 4 to 7: Elect/ Re-elect DirectorsA vote FOR these directors is considered warranted as no significant concerns have been identified.
6 Re-elect Jonathan Shearman as Director For For
Blended Rationale: Items 4 to 7: Elect/ Re-elect DirectorsA vote FOR these directors is considered warranted as no significant concerns have been identified.
7 Re-elect Scott Mac Meekin as Director For For
Blended Rationale: Items 4 to 7: Elect/ Re-elect DirectorsA vote FOR these directors is considered warranted as no significant concerns have been identified.
8 Reappoint KPMG LLP as Auditors For For
9 Authorise Board to Fix Remuneration of Auditors For For
10 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
11 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Market Purchase of Ordinary Shares For For
14 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
ULS Technology plc
Meeting Date: 07/25/2018 Country: United Kingdom Meeting Type: Annual Ticker: ULS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Elect Steve Goodall as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
3 Re-elect John Williams as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
4 Elect Elaine Bucknor as Director For For
Blended Rationale: A vote FOR the election/re-election of these Directors is warranted because no significant concerns have been identified.
5 Reappoint Grant Thornton LLP as Auditors and For For Authorise Their Remuneration
6 Approve Final Dividend For For
7 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
8 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Want Want China Holdings Ltd.
Meeting Date: 07/25/2018 Country: Cayman Islands Meeting Type: Annual Ticker: 151
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2a Approve Final Dividend For For
2b Approve Special Dividend For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Want Want China Holdings Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3a1 Elect Tsai Eng-Meng as Director For For
3a2 Elect Liao Ching-Tsun as Director For For
3a3 Elect Maki Haruo as Director For For
3a4 Elect Toh David Ka Hock as Director For Against
Voter Rationale: Chair of remcom: significant increases in rem without justification
Blended Rationale: Chair of remcom: significant increases in rem without justification
3a5 Elect Hsieh Tien-Jen as Director For For
3a6 Elect Lee Kwok Ming as Director For For
3b Authorize Board to Fix Remuneration of For For Directors
4 Approve PricewaterhouseCoopers as Auditor For For and Authorize Board to Fix Their Remuneration
5 Authorize Repurchase of Issued Share Capital For For
6 Approve Issuance of Equity or Equity-Linked For Against Securities without Preemptive Rights Voter Rationale: Issuance limit exceeds our 10% threshold
Blended Rationale: Issuance limit exceeds our 10% threshold
7 Authorize Reissuance of Repurchased Shares For Against
Voter Rationale: Discount limit not disclosed
Blended Rationale: Discount limit not disclosed
Beijing Capital Land Ltd.
Meeting Date: 07/26/2018 Country: China Meeting Type: Special Ticker: 2868
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Tang Yanan as Supervisor For For
Boustead Projects Limited
Meeting Date: 07/26/2018 Country: Singapore Meeting Type: Annual Ticker: AVM
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Boustead Projects Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Adopt Financial Statements and Directors' and For For Auditors' Reports
2 Approve Final Dividend For For
3 Elect Wong Yu Wei (Huang Youwei) as Director For Against
Voter Rationale: Executive member of nomination committee
Blended Rationale: Executive member of nomination committee
4 Elect James Lim Jit Teng as Director For For
Blended Rationale: A vote AGAINST the election of Wong Yu Wei is warranted given that he is an executive director serving on the nomination committee.In the absence of any known issues concerning the election of James Lim Jit Teng, a vote FOR his election is warranted.
5 Approve Directors' Fees For For
6 Approve PricewaterhouseCoopers LLP as For For Auditors and Authorize Board to Fix Their Remuneration
7 Approve Issuance of Equity or Equity-Linked For Against Securities with or without Preemptive Rights Voter Rationale: Issuance limit exceeds 10%
Blended Rationale: Issuance limit exceeds 10%
8 Approve Grant of Awards and Issuance of For Against Shares Pursuant to the Boustead Projects Restricted Share Plan 2016 Voter Rationale: Performance criteria not disclosed
Blended Rationale: Performance criteria not disclosed
9 Approve Issuance of Shares pursuant to the For For Boustead Projects Limited Scrip Dividend Scheme
Boustead Projects Limited
Meeting Date: 07/26/2018 Country: Singapore Meeting Type: Special Ticker: AVM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Authorize Share Repurchase Program For Against
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Boustead Projects Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
Voter Rationale: Pricing provisions attaching to the proposed repurchase mandate exceeds the recommended limit.
Blended Rationale: Pricing provisions attaching to the proposed repurchase mandate exceeds the recommended limit.
2 Approve Grant of Awards and Issuance of For Against Shares to Wong Yu Wei Under The Boustead Projects RSP 2016 Voter Rationale: The company could be considered a mature company, and the limit under the Boustead Projects RSP 2016 is 15% of the company's issued capital.
Blended Rationale: The company could be considered a mature company, and the limit under the Boustead Projects RSP 2016 is 15% of the company's issued capital.
CMC Markets Plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: CMCX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Elect Paul Wainscott as Director For For
Blended Rationale: Items 3 to 5; 7 to 9: Elect/ Re-elect Directors A vote FOR these candidates is warranted as no material concerns have been identified. Item 6: Re-elect James Richards as Director An ABSTAIN on his re-election is considered warranted on account of: * Third consecutive year of concerns around remuneration being identified. He was previously the Chair of the Remuneration Committee and continues to remain a member. An abstention recognises that as Board Chair he is ultimately responsible for wider governance matters on the Board and the fact that amongst the non-executive element on Board, he is the only member to have served for longer than a year. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
4 Elect Sarah Ing as Director For For
Blended Rationale: Items 3 to 5; 7 to 9: Elect/ Re-elect Directors A vote FOR these candidates is warranted as no material concerns have been identified. Item 6: Re-elect James Richards as Director An ABSTAIN on his re-election is considered warranted on account of: * Third consecutive year of concerns around remuneration being identified. He was previously the Chair of the Remuneration Committee and continues to remain a member. An abstention recognises that as Board Chair he is ultimately responsible for wider governance matters on the Board and the fact that amongst the non-executive element on Board, he is the only member to have served for longer than a year. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
CMC Markets Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Elect Clare Salmon as Director For For
Blended Rationale: Items 3 to 5; 7 to 9: Elect/ Re-elect Directors A vote FOR these candidates is warranted as no material concerns have been identified. Item 6: Re-elect James Richards as Director An ABSTAIN on his re-election is considered warranted on account of: * Third consecutive year of concerns around remuneration being identified. He was previously the Chair of the Remuneration Committee and continues to remain a member. An abstention recognises that as Board Chair he is ultimately responsible for wider governance matters on the Board and the fact that amongst the non-executive element on Board, he is the only member to have served for longer than a year. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
6 Re-elect James Richards as Director For For
Blended Rationale: Items 3 to 5; 7 to 9: Elect/ Re-elect Directors A vote FOR these candidates is warranted as no material concerns have been identified. Item 6: Re-elect James Richards as Director An ABSTAIN on his re-election is considered warranted on account of: * Third consecutive year of concerns around remuneration being identified. He was previously the Chair of the Remuneration Committee and continues to remain a member. An abstention recognises that as Board Chair he is ultimately responsible for wider governance matters on the Board and the fact that amongst the non-executive element on Board, he is the only member to have served for longer than a year. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
7 Re-elect Peter Cruddas as Director For For
Blended Rationale: Items 3 to 5; 7 to 9: Elect/ Re-elect Directors A vote FOR these candidates is warranted as no material concerns have been identified. Item 6: Re-elect James Richards as Director An ABSTAIN on his re-election is considered warranted on account of: * Third consecutive year of concerns around remuneration being identified. He was previously the Chair of the Remuneration Committee and continues to remain a member. An abstention recognises that as Board Chair he is ultimately responsible for wider governance matters on the Board and the fact that amongst the non-executive element on Board, he is the only member to have served for longer than a year. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
8 Re-elect David Fineberg as Director For For
Blended Rationale: Items 3 to 5; 7 to 9: Elect/ Re-elect Directors A vote FOR these candidates is warranted as no material concerns have been identified. Item 6: Re-elect James Richards as Director An ABSTAIN on his re-election is considered warranted on account of: * Third consecutive year of concerns around remuneration being identified. He was previously the Chair of the Remuneration Committee and continues to remain a member. An abstention recognises that as Board Chair he is ultimately responsible for wider governance matters on the Board and the fact that amongst the non-executive element on Board, he is the only member to have served for longer than a year. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
9 Re-elect Grant Foley as Director For For
Blended Rationale: Items 3 to 5; 7 to 9: Elect/ Re-elect Directors A vote FOR these candidates is warranted as no material concerns have been identified. Item 6: Re-elect James Richards as Director An ABSTAIN on his re-election is considered warranted on account of: * Third consecutive year of concerns around remuneration being identified. He was previously the Chair of the Remuneration Committee and continues to remain a member. An abstention recognises that as Board Chair he is ultimately responsible for wider governance matters on the Board and the fact that amongst the non-executive element on Board, he is the only member to have served for longer than a year. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
10 Reappoint PricewaterhouseCoopers LLP as For For Auditors
11 Authorise the Group Audit Committee to Fix For For Remuneration of Auditors
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
CMC Markets Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Approve Remuneration Policy For Against
Voter Rationale: Awards will be based on performance over onefinancial year.
Blended Rationale: Awards will be based on performance over onefinancial year.
13 Approve Remuneration Report For Against
Voter Rationale: Company has materially reduced the PBT targets within its bonus arrangement
Blended Rationale: Company has materially reduced the PBT targets within its bonus arrangement
14 Approve Combined Incentive Plan For Against
Voter Rationale: Awards will be based on performance over onefinancial year
Blended Rationale: Awards will be based on performance over onefinancial year
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Market Purchase of Ordinary Shares For For
19 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Colgate-Palmolive (India) Ltd.
Meeting Date: 07/26/2018 Country: India Meeting Type: Annual Ticker: 500830
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Reelect Jacob Sebastian Madukkakuzy as For For Director
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Colgate-Palmolive (India) Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Approve SRBC & Co LLP, Chartered Accountants For For as Auditors and Authorize Board to Fix Their Remuneration
4 Elect Sukanya Kripalu as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
De La Rue plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: DLAR
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Nick Bray as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Sabri Challah as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Maria da Cunha as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Philip Rogerson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Andrew Stevens as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Martin Sutherland as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Reappoint Ernst & Young LLP as Auditors For For
11 Authorise the Audit Committee to Fix For For Remuneration of Auditors
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
De La Rue plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise EU Political Donations and For For Expenditure
14 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
15 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Market Purchase of Ordinary Shares For For
17 Authorise the Company to Call General Meeting For For with Two Weeks' Notice discoverIE Group Plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: DSCV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
4 Approve Remuneration Report For For
5 Elect Bruce Thompson as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Nick Jefferies as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Appoint PricewaterhouseCoopers LLP as For For Auditors
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018 discoverIE Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Authorise Board to Fix Remuneration of Auditors For For
9 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
10 Authorise Issue of Equity with Pre-emptive For For Rights in Connection with a Rights Issue
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
11 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
12 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Specified Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with a Rights Issue
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Market Purchase of Ordinary Shares For For
15 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
16 Approve 2018 Renewed Long-Term Incentive For For Plan discoverIE Group Plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Special Ticker: DSCV
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Matters Relating to the Relevant None For Dividends
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
F&C Global Smaller Companies PLC
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: FCS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
3 Approve Remuneration Report For For
4 Approve Final Dividend For For
5 Re-elect Andrew Adcock as Director For For
Blended Rationale: Items 5, 7 & 9 A vote FOR the election of Andrew Adcock, Jo Dixon and Anthony Townsend is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at other publicly listed companies, which could compromise their ability to commit sufficient time to their role in the Company. Mitigating, the main reason for support is: * The majority of their external commitments are at externally managed investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review. Items 6, 8 & 10 A vote FOR the re-election of Anja Balfour, David Stileman and Jane Tozer is warranted because no significant concerns have been identified.
6 Re-elect Anja Balfour as Director For For
Blended Rationale: Items 5, 7 & 9 A vote FOR the election of Andrew Adcock, Jo Dixon and Anthony Townsend is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at other publicly listed companies, which could compromise their ability to commit sufficient time to their role in the Company. Mitigating, the main reason for support is: * The majority of their external commitments are at externally managed investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review. Items 6, 8 & 10 A vote FOR the re-election of Anja Balfour, David Stileman and Jane Tozer is warranted because no significant concerns have been identified.
7 Re-elect Josephine Dixon as Director For For
Blended Rationale: Items 5, 7 & 9 A vote FOR the election of Andrew Adcock, Jo Dixon and Anthony Townsend is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at other publicly listed companies, which could compromise their ability to commit sufficient time to their role in the Company. Mitigating, the main reason for support is: * The majority of their external commitments are at externally managed investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review. Items 6, 8 & 10 A vote FOR the re-election of Anja Balfour, David Stileman and Jane Tozer is warranted because no significant concerns have been identified.
8 Re-elect David Stileman as Director For For
Blended Rationale: Items 5, 7 & 9 A vote FOR the election of Andrew Adcock, Jo Dixon and Anthony Townsend is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at other publicly listed companies, which could compromise their ability to commit sufficient time to their role in the Company. Mitigating, the main reason for support is: * The majority of their external commitments are at externally managed investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review. Items 6, 8 & 10 A vote FOR the re-election of Anja Balfour, David Stileman and Jane Tozer is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
F&C Global Smaller Companies PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Anthony Townsend as Director For For
Blended Rationale: Items 5, 7 & 9 A vote FOR the election of Andrew Adcock, Jo Dixon and Anthony Townsend is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at other publicly listed companies, which could compromise their ability to commit sufficient time to their role in the Company. Mitigating, the main reason for support is: * The majority of their external commitments are at externally managed investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review. Items 6, 8 & 10 A vote FOR the re-election of Anja Balfour, David Stileman and Jane Tozer is warranted because no significant concerns have been identified.
10 Re-elect Jane Tozer as Director For For
Blended Rationale: Items 5, 7 & 9 A vote FOR the election of Andrew Adcock, Jo Dixon and Anthony Townsend is warranted, although it is not without concern because: * Apart from their roles in the Company, they also serve in various roles at other publicly listed companies, which could compromise their ability to commit sufficient time to their role in the Company. Mitigating, the main reason for support is: * The majority of their external commitments are at externally managed investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. This will be kept under review. Items 6, 8 & 10 A vote FOR the re-election of Anja Balfour, David Stileman and Jane Tozer is warranted because no significant concerns have been identified.
11 Reappoint PricewaterhouseCoopers LLP as For For Auditors
12 Authorise the Audit and Management For For Engagement Committee to Fix Remuneration of Auditors
13 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
15 Authorise Market Purchase of Ordinary Shares For For
16 Authorise Directors to Sell Treasury Shares for For For Cash at a Price Below the Net Asset Value
17 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Findel plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: FDL
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Findel plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2 Approve Remuneration Report For For
3 Elect Elaine O'Donnell as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
4 Re-elect Greg Ball as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Ian Burke as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Stuart Caldwell as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Francois Coumau as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Bill Grimsey as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Phil Maudsley as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Reappoint KPMG LLP as Auditors For For
11 Authorise Board to Fix Remuneration of Auditors For For
12 Authorise EU Political Donations and For For Expenditure
13 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
GGP Inc.
Meeting Date: 07/26/2018 Country: USA Meeting Type: Special Ticker: GGP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger Agreement For For
Blended Rationale: Referred to Schroders for internal consideration.
2 Authorize a New Class of Capital Stock For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
GGP Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Amend Charter to Remove the Ability of For For Stockholders to Prohibit BPR Board from Amending the BPR Bylaws
4 Increase Supermajority Vote Requirement for For For Amendments
5 Adopt or Increase Supermajority Vote For For Requirement for Removal of Directors
6 Amend Bylaws to Include a Provision Requiring For For BPR to Include in its Proxy Statements and Proxy Cards Director Candidates Selected by a BPY Affiliate
7 Eliminate Right to Call Special Meeting For For
8 Advisory Vote on Golden Parachutes For Against
Voter Rationale: We are not supportive of Golden Parachutes
Blended Rationale: We are not supportive of Golden Parachutes
Haemonetics Corporation
Meeting Date: 07/26/2018 Country: USA Meeting Type: Annual Ticker: HAE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Catherine M. Burzik For For
1.2 Elect Director Ronald G. Gelbman For For
1.3 Elect Director Richard J. Meelia For For
2 Advisory Vote to Ratify Named Executive For For Officers' Compensation
Blended Rationale: The minimum vesting period is less than three years.
3 Ratify Ernst & Young LLP as Auditors For For
4 Eliminate Supermajority Vote Requirement For For
5 Declassify the Board of Directors Against For
Voter Rationale: In shareholders' best interests to elect directors annually
Blended Rationale: In shareholders' best interests to elect directors annually
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Halyk Savings Bank Of Kazakhstan JSC
Meeting Date: 07/26/2018 Country: Kazakhstan Meeting Type: Special Ticker: HSBK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Meeting Agenda For For
2 Approve Transfer Act Re: Absorption of For For Kazkommertsbank JSC
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
3 Amend Decision on 2018 AGM Re: Approve For For Shares Exchange on Absorption of Kazkommertsbank JSC
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
1 Approve Meeting Procedures For For
2 Approve Transfer Act Re: Absorption of For For Kazkommertsbank JSC
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
3 Amend Decision on April 2018 AGM Re: Approve For For Shares Exchange on Absorption of Kazkommertsbank JSC
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Immunodiagnostic Systems Holdings plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: IDH
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Elect Jaap Stuut as Director For For
Blended Rationale: Items 3 & 5 A vote FOR the election/re-election of Jaap Stuut and Peter Williamson is warranted because no significant concerns have been identified. Item 4 An ABSTENTION on the re-election of Burkhard Wittek is warranted because: * Potential independence issues have been identified and he currently sits on the Audit Committee, which is not in line with recommended UK market practice. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Immunodiagnostic Systems Holdings plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Re-elect Burkhard Wittek as Director For For
Blended Rationale: Items 3 & 5 A vote FOR the election/re-election of Jaap Stuut and Peter Williamson is warranted because no significant concerns have been identified. Item 4 An ABSTENTION on the re-election of Burkhard Wittek is warranted because: * Potential independence issues have been identified and he currently sits on the Audit Committee, which is not in line with recommended UK market practice. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
5 Re-elect Peter Williamson as Director For For
Blended Rationale: Items 3 & 5 A vote FOR the election/re-election of Jaap Stuut and Peter Williamson is warranted because no significant concerns have been identified. Item 4 An ABSTENTION on the re-election of Burkhard Wittek is warranted because: * Potential independence issues have been identified and he currently sits on the Audit Committee, which is not in line with recommended UK market practice. A vote FOR this resolution is warranted for those shareholders in markets who have a fiduciary responsibility to vote either in favour or against and who do not recognise an abstention as a valid option.
6 Reappoint Ernst & Young LLP as Auditors For For
7 Authorise Board to Fix Remuneration of Auditors For For
8 Approve Remuneration Report For For
9 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
10 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
11 Authorise Market Purchase of Ordinary Shares For For
Intermediate Capital Group plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: ICP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Reappoint Deloitte LLP as Auditors For For
4 Authorise the Audit Committee to Fix For For Remuneration of Auditors
5 Approve Final Dividend For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Intermediate Capital Group plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Re-elect Kevin Parry as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Benoit Durteste as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Virginia Holmes as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Philip Keller as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Michael Nelligan as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Re-elect Kathryn Purves as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Elect Amy Schioldager as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Elect Andrew Sykes as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Elect Stephen Welton as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Market Purchase of Ordinary Shares For For
19 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Johnson Matthey Plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: JMAT
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Elect John O'Higgins as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
5 Elect Patrick Thomas as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
6 Re-elect Odile Desforges as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
7 Re-elect Alan Ferguson as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
8 Re-elect Jane Griffiths as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
9 Re-elect Robert MacLeod as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Re-elect Anna Manz as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
11 Re-elect Chris Mottershead as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
12 Re-elect John Walker as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
13 Appoint PricewaterhouseCoopers LLP as For For Auditors
14 Authorise the Audit Committee to Fix For For Remuneration of Auditors
15 Authorise EU Political Donations and For For Expenditure
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Johnson Matthey Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Korea Gas Corp.
Meeting Date: 07/26/2018 Country: South Korea Meeting Type: Special Ticker: A036460
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Lim Jong-guk as Inside Director For For
2.2 Elect Heo Nam-il as Outside Director For For
Blended Rationale: A vote AGAINST Cho Young-hwan (Item 2.1) and a vote FOR Heo Nam-il (Item 2.2) are warranted in consideration of Heo's expertise in management from his academic research.
Macquarie Group Limited
Meeting Date: 07/26/2018 Country: Australia Meeting Type: Annual Ticker: MQG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2a Elect Peter H Warne as Director For For
2b Elect Gordon M Cairns as Director For For
2c Elect Glenn R Stevens as Director For For
3 Approve the Remuneration Report For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Macquarie Group Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Approve Participation of Nicholas Moore in the For For Macquarie Group Employee Retained Equity Plan
5 Approve Issuance of Macquarie Group Capital For Abstain Notes Voter Rationale: Per NAB, item 5 is excluded.
Blended Rationale: Per NAB, item 5 is excluded.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
2a Elect Peter H Warne as Director For For
2b Elect Gordon M Cairns as Director For For
2c Elect Glenn R Stevens as Director For For
3 Approve the Remuneration Report For For
4 Approve Participation of Nicholas Moore in the For For Macquarie Group Employee Retained Equity Plan
5 Approve Issuance of Macquarie Group Capital For For Notes
National Bank of Greece SA
Meeting Date: 07/26/2018 Country: Greece Meeting Type: Annual Ticker: ETE
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Company Articles For For
Blended Rationale: This item warrants a vote AGAINST due to a lack of disclosed bylaw amendments in a timely manner.
2 Approve Capitalization of Reserves followed by a For For Reverse Stock Split
Blended Rationale: This item warrants a vote AGAINST due to a lack of disclosure.
3 Accept Statutory Reports For For
Blended Rationale: A vote FOR the approval of the annual accounts is warranted due to a lack of concern regarding the accounts presented or audit procedures used.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
National Bank of Greece SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Accept Financial Statements For For
Blended Rationale: A vote FOR the approval of the annual accounts is warranted due to a lack of concern regarding the accounts presented or audit procedures used.
5 Approve Discharge of Board and Auditors For For
6 Approve Auditors and Fix Their Remuneration For For
Blended Rationale: A vote AGAINST is warranted because the name of the proposed auditor is not disclosed.
7 Elect Directors (Bundled) For For
Blended Rationale: A vote AGAINST this resolution is warranted because the names of the nominees have not been disclosed in a timely manner.
8 Approve Director Remuneration For Against
Voter Rationale: Lack of disclosure so unable to make an informed decision.
Blended Rationale: Lack of disclosure so unable to make an informed decision.
9 Authorize Board to Participate in Companies For For with Similar Business Interests
10 Elect Members of Audit Committee For For
11 Other Business For Against
Voter Rationale: Other business not disclosed.
Blended Rationale: Other business not disclosed.
PayPoint plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: PAY
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Gill Barr as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
5 Re-elect Rachel Kentleton as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
PayPoint plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Re-elect Giles Kerr as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
7 Re-elect Rakesh Sharma as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
8 Re-elect Dominic Taylor as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
9 Re-elect Nick Wiles as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Appoint KPMG LLP as Auditors For For
11 Authorise Board to Fix Remuneration of Auditors For For
12 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Market Purchase of Ordinary Shares For For
15 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Record Plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: REC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Neil Record as Director For For
Blended Rationale: A vote FOR the election/re-election of Neil Record, Steve Cullen, Bob Noyen and Tim Edwards is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Record Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Re-elect Steve Cullen as Director For For
Blended Rationale: A vote FOR the election/re-election of Neil Record, Steve Cullen, Bob Noyen and Tim Edwards is warranted because no significant concerns have been identified.
6 Re-elect Bob Noyen as Director For For
Blended Rationale: A vote FOR the election/re-election of Neil Record, Steve Cullen, Bob Noyen and Tim Edwards is warranted because no significant concerns have been identified.
7 Elect Tim Edwards as Director For For
Blended Rationale: A vote FOR the election/re-election of Neil Record, Steve Cullen, Bob Noyen and Tim Edwards is warranted because no significant concerns have been identified.
8 Reappoint PricewaterhouseCoopers LLP as For For Auditors
9 Authorise Board to Fix Remuneration of Auditors For For
10 Amend Share Scheme For For
11 Amend Group Profit Share Scheme For For
Blended Rationale: A vote FOR these resolutions is warranted, although it is not without concerns: * There is no individual maximum entitlement under the Group Profit Share Scheme. The main reasons for support are: * The Company has clearly explained the rationale of the proposed amendment and the other terms of the Scheme are acceptable; * The matching element under the Group Profit Share Scheme was recently removed; and * The dilution limit under which the new ordinary shares will be issued is in line with best practice limit of 10% in 10 years.
12 Authorise Issue of New Shares Pursuant to the For For Group Profit Share Scheme
Blended Rationale: A vote FOR these resolutions is warranted, although it is not without concerns: * There is no individual maximum entitlement under the Group Profit Share Scheme. The main reasons for support are: * The Company has clearly explained the rationale of the proposed amendment and the other terms of the Scheme are acceptable; * The matching element under the Group Profit Share Scheme was recently removed; and * The dilution limit under which the new ordinary shares will be issued is in line with best practice limit of 10% in 10 years.
13 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
14 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
15 Authorise Market Purchase of Ordinary Shares For For
16 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Tate & Lyle plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: TATE
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Tate & Lyle plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For Against
Voter Rationale: High fixed element and excessive pension payments
Blended Rationale: High fixed element and excessive pension payments
3 Approve Final Dividend For For
4 Re-elect Dr Gerry Murphy as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Nick Hampton as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Paul Forman as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Re-elect Lars Frederiksen as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Douglas Hurt as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Anne Minto as Director For Against
Voter Rationale: Continued remuneration failure
Blended Rationale: Continued remuneration failure
10 Re-elect Dr Ajai Puri as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
11 Re-elect Sybella Stanley as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Appoint Ernst & Young LLP as Auditors For For
13 Authorise the Audit Committee to Fix For For Remuneration of Auditors
14 Authorise EU Political Donations and For For Expenditure
15 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Tate & Lyle plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
16 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Market Purchase of Ordinary Shares For For
19 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Telecom Plus plc
Meeting Date: 07/26/2018 Country: United Kingdom Meeting Type: Annual Ticker: TEP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Final Dividend For For
4 Re-elect Charles Wigoder as Director For For
Blended Rationale: Items 5-8 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Wigoder as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * Charles Wigoder is the Executive Chair, therefore it is his role to ensure that the balance of the Board and composition of the key Committees are compliant with the provisions of the UK Corporate Governance Code. For a number of years, the balance of the Board has not been compliant with the Code as it falls short in terms of independence. The main reason for support is: * The composition of the Board has improved following the appointment of two additional independent NEDs and the composition of the key Board committees remains compliant with the recommendations of the Code. Item 9: Re-elect Beatrice Hollond as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her position as NED of Telecom Plus plc, she holds directorships at four other listed companies, one of which she chairs. These external time commitments are significant and may potentially impair her ability to devote sufficient time to her role at Telecom Plus. The main reason for support is: * Her external Board appointments are held at investment trusts, which are likely to require less significant time commitments than operating companies. Item 10: Re-elect Melvin Lawson as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is a non-independent NED whose membership of the Board causes it to be non-compliant with the independence recommendations of the UK Code. The main reason for support is: * He is not a member of any of the key Board committees.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Telecom Plus plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Re-elect Julian Schild as Director For For
Blended Rationale: Items 5-8 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Wigoder as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * Charles Wigoder is the Executive Chair, therefore it is his role to ensure that the balance of the Board and composition of the key Committees are compliant with the provisions of the UK Corporate Governance Code. For a number of years, the balance of the Board has not been compliant with the Code as it falls short in terms of independence. The main reason for support is: * The composition of the Board has improved following the appointment of two additional independent NEDs and the composition of the key Board committees remains compliant with the recommendations of the Code. Item 9: Re-elect Beatrice Hollond as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her position as NED of Telecom Plus plc, she holds directorships at four other listed companies, one of which she chairs. These external time commitments are significant and may potentially impair her ability to devote sufficient time to her role at Telecom Plus. The main reason for support is: * Her external Board appointments are held at investment trusts, which are likely to require less significant time commitments than operating companies. Item 10: Re-elect Melvin Lawson as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is a non-independent NED whose membership of the Board causes it to be non-compliant with the independence recommendations of the UK Code. The main reason for support is: * He is not a member of any of the key Board committees.
6 Re-elect Andrew Lindsay as Director For For
Blended Rationale: Items 5-8 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Wigoder as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * Charles Wigoder is the Executive Chair, therefore it is his role to ensure that the balance of the Board and composition of the key Committees are compliant with the provisions of the UK Corporate Governance Code. For a number of years, the balance of the Board has not been compliant with the Code as it falls short in terms of independence. The main reason for support is: * The composition of the Board has improved following the appointment of two additional independent NEDs and the composition of the key Board committees remains compliant with the recommendations of the Code. Item 9: Re-elect Beatrice Hollond as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her position as NED of Telecom Plus plc, she holds directorships at four other listed companies, one of which she chairs. These external time commitments are significant and may potentially impair her ability to devote sufficient time to her role at Telecom Plus. The main reason for support is: * Her external Board appointments are held at investment trusts, which are likely to require less significant time commitments than operating companies. Item 10: Re-elect Melvin Lawson as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is a non-independent NED whose membership of the Board causes it to be non-compliant with the independence recommendations of the UK Code. The main reason for support is: * He is not a member of any of the key Board committees.
7 Re-elect Nicholas Schoenfeld as Director For For
Blended Rationale: Items 5-8 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Wigoder as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * Charles Wigoder is the Executive Chair, therefore it is his role to ensure that the balance of the Board and composition of the key Committees are compliant with the provisions of the UK Corporate Governance Code. For a number of years, the balance of the Board has not been compliant with the Code as it falls short in terms of independence. The main reason for support is: * The composition of the Board has improved following the appointment of two additional independent NEDs and the composition of the key Board committees remains compliant with the recommendations of the Code. Item 9: Re-elect Beatrice Hollond as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her position as NED of Telecom Plus plc, she holds directorships at four other listed companies, one of which she chairs. These external time commitments are significant and may potentially impair her ability to devote sufficient time to her role at Telecom Plus. The main reason for support is: * Her external Board appointments are held at investment trusts, which are likely to require less significant time commitments than operating companies. Item 10: Re-elect Melvin Lawson as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is a non-independent NED whose membership of the Board causes it to be non-compliant with the independence recommendations of the UK Code. The main reason for support is: * He is not a member of any of the key Board committees.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Telecom Plus plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
8 Re-elect Andrew Blowers as Director For For
Blended Rationale: Items 5-8 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Wigoder as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * Charles Wigoder is the Executive Chair, therefore it is his role to ensure that the balance of the Board and composition of the key Committees are compliant with the provisions of the UK Corporate Governance Code. For a number of years, the balance of the Board has not been compliant with the Code as it falls short in terms of independence. The main reason for support is: * The composition of the Board has improved following the appointment of two additional independent NEDs and the composition of the key Board committees remains compliant with the recommendations of the Code. Item 9: Re-elect Beatrice Hollond as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her position as NED of Telecom Plus plc, she holds directorships at four other listed companies, one of which she chairs. These external time commitments are significant and may potentially impair her ability to devote sufficient time to her role at Telecom Plus. The main reason for support is: * Her external Board appointments are held at investment trusts, which are likely to require less significant time commitments than operating companies. Item 10: Re-elect Melvin Lawson as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is a non-independent NED whose membership of the Board causes it to be non-compliant with the independence recommendations of the UK Code. The main reason for support is: * He is not a member of any of the key Board committees.
9 Re-elect Beatrice Hollond as Director For For
Blended Rationale: Items 5-8 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Wigoder as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * Charles Wigoder is the Executive Chair, therefore it is his role to ensure that the balance of the Board and composition of the key Committees are compliant with the provisions of the UK Corporate Governance Code. For a number of years, the balance of the Board has not been compliant with the Code as it falls short in terms of independence. The main reason for support is: * The composition of the Board has improved following the appointment of two additional independent NEDs and the composition of the key Board committees remains compliant with the recommendations of the Code. Item 9: Re-elect Beatrice Hollond as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her position as NED of Telecom Plus plc, she holds directorships at four other listed companies, one of which she chairs. These external time commitments are significant and may potentially impair her ability to devote sufficient time to her role at Telecom Plus. The main reason for support is: * Her external Board appointments are held at investment trusts, which are likely to require less significant time commitments than operating companies. Item 10: Re-elect Melvin Lawson as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is a non-independent NED whose membership of the Board causes it to be non-compliant with the independence recommendations of the UK Code. The main reason for support is: * He is not a member of any of the key Board committees.
10 Re-elect Melvin Lawson as Director For For
Blended Rationale: Items 5-8 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Charles Wigoder as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * Charles Wigoder is the Executive Chair, therefore it is his role to ensure that the balance of the Board and composition of the key Committees are compliant with the provisions of the UK Corporate Governance Code. For a number of years, the balance of the Board has not been compliant with the Code as it falls short in terms of independence. The main reason for support is: * The composition of the Board has improved following the appointment of two additional independent NEDs and the composition of the key Board committees remains compliant with the recommendations of the Code. Item 9: Re-elect Beatrice Hollond as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * In addition to her position as NED of Telecom Plus plc, she holds directorships at four other listed companies, one of which she chairs. These external time commitments are significant and may potentially impair her ability to devote sufficient time to her role at Telecom Plus. The main reason for support is: * Her external Board appointments are held at investment trusts, which are likely to require less significant time commitments than operating companies. Item 10: Re-elect Melvin Lawson as Director A vote FOR this candidate is considered warranted, even though it is not without concern for shareholders: * He is a non-independent NED whose membership of the Board causes it to be non-compliant with the independence recommendations of the UK Code. The main reason for support is: * He is not a member of any of the key Board committees.
11 Re-appoint KPMG LLP as Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Telecom Plus plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
12 Authorise Board to Fix Remuneration of Auditors For For
13 Authorise Market Purchase of Ordinary Shares For For
14 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
15 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
16 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise EU Political Donations and For For Expenditure
18 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Threadneedle Property Unit Trust
Meeting Date: 07/26/2018 Country: Jersey Meeting Type: Annual Ticker: N/A
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Ratify PricewaterhouseCoopers CI LLP as For For Auditors
3 Authorise the Manager to Fix Remuneration of For For Auditors
ITC Ltd.
Meeting Date: 07/27/2018 Country: India Meeting Type: Annual Ticker: ITC
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
ITC Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Dividend For For
3 Reelect Nakul Anand as Director For For
Blended Rationale: A vote FOR the election of Nakul Anand, Sanjiv Puri, Rajiv Tandon, and Sahibzada Syed Habib-ur-Rehman is warranted given the absence of any known issues concerning the nominees and their remuneration.A vote AGAINST the proposed extension of the term of Yogesh Chander Deveshwar as non-executive chairman is warranted given that the company has not provided sufficient justification on the timing and the need for the proposed extension.
4 Reelect Sanjiv Puri as Director For For
Blended Rationale: A vote FOR the election of Nakul Anand, Sanjiv Puri, Rajiv Tandon, and Sahibzada Syed Habib-ur-Rehman is warranted given the absence of any known issues concerning the nominees and their remuneration.A vote AGAINST the proposed extension of the term of Yogesh Chander Deveshwar as non-executive chairman is warranted given that the company has not provided sufficient justification on the timing and the need for the proposed extension.
5 Approve Deloitte Haskins & Sells, Chartered For For Accountants as Auditors and Authorize Board to Fix Their Remuneration
6 Elect John Pulinthanam as Director For For
Blended Rationale: A vote FOR the election of Nakul Anand, Sanjiv Puri, Rajiv Tandon, and Sahibzada Syed Habib-ur-Rehman is warranted given the absence of any known issues concerning the nominees and their remuneration.A vote AGAINST the proposed extension of the term of Yogesh Chander Deveshwar as non-executive chairman is warranted given that the company has not provided sufficient justification on the timing and the need for the proposed extension.
7 Approve Redesignation of Sanjiv Puri as For For Managing Director with Effect from May 16, 2018
Blended Rationale: A vote FOR the election of Nakul Anand, Sanjiv Puri, Rajiv Tandon, and Sahibzada Syed Habib-ur-Rehman is warranted given the absence of any known issues concerning the nominees and their remuneration.A vote AGAINST the proposed extension of the term of Yogesh Chander Deveshwar as non-executive chairman is warranted given that the company has not provided sufficient justification on the timing and the need for the proposed extension.
8 Reelect Sanjiv Puri as Director and Approve For For Reappointment and Remuneration of Sanjiv Puri as Managing Director with Effect from July 22, 2019
Blended Rationale: A vote FOR the election of Nakul Anand, Sanjiv Puri, Rajiv Tandon, and Sahibzada Syed Habib-ur-Rehman is warranted given the absence of any known issues concerning the nominees and their remuneration.A vote AGAINST the proposed extension of the term of Yogesh Chander Deveshwar as non-executive chairman is warranted given that the company has not provided sufficient justification on the timing and the need for the proposed extension.
9 Reelect Nakul Anand as Director and Approve For For Reappointment and Remuneration of Nakul Anand as Executive Director with Effect from Jan. 3, 2019
Blended Rationale: A vote FOR the election of Nakul Anand, Sanjiv Puri, Rajiv Tandon, and Sahibzada Syed Habib-ur-Rehman is warranted given the absence of any known issues concerning the nominees and their remuneration.A vote AGAINST the proposed extension of the term of Yogesh Chander Deveshwar as non-executive chairman is warranted given that the company has not provided sufficient justification on the timing and the need for the proposed extension.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
ITC Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Reelect Rajiv Tandon as Director and Approve For For Reappointment and Remuneration of Rajiv Tandon as Executive Director with Effect from July 22, 2019
Blended Rationale: A vote FOR the election of Nakul Anand, Sanjiv Puri, Rajiv Tandon, and Sahibzada Syed Habib-ur-Rehman is warranted given the absence of any known issues concerning the nominees and their remuneration.A vote AGAINST the proposed extension of the term of Yogesh Chander Deveshwar as non-executive chairman is warranted given that the company has not provided sufficient justification on the timing and the need for the proposed extension.
11 Approve Remuneration and Benefits of Yogesh For Against Chander Deveshwar as Chairman Voter Rationale: The company has failed to provide sufficient justification for the proposed remuneration of the non-executive chairman, which is significantly higher than the remuneration paid to executives of the company.
Blended Rationale: The company has failed to provide sufficient justification for the proposed remuneration of the non-executive chairman, which is significantly higher than the remuneration paid to executives of the company.
12 Reelect Yogesh Chander Deveshwar as Director For Against
Voter Rationale: The company has not provided sufficient justification on the timing and the need for the proposed extension.
Blended Rationale: The company has not provided sufficient justification on the timing and the need for the proposed extension.
13 Reelect Sahibzada Syed Habib-ur-Rehman as For For Independent Director
Blended Rationale: A vote FOR the election of Nakul Anand, Sanjiv Puri, Rajiv Tandon, and Sahibzada Syed Habib-ur-Rehman is warranted given the absence of any known issues concerning the nominees and their remuneration.A vote AGAINST the proposed extension of the term of Yogesh Chander Deveshwar as non-executive chairman is warranted given that the company has not provided sufficient justification on the timing and the need for the proposed extension.
14 Reelect Shilabhadra Banerjee as Independent For For Director
Blended Rationale: A vote FOR the election of Nakul Anand, Sanjiv Puri, Rajiv Tandon, and Sahibzada Syed Habib-ur-Rehman is warranted given the absence of any known issues concerning the nominees and their remuneration.A vote AGAINST the proposed extension of the term of Yogesh Chander Deveshwar as non-executive chairman is warranted given that the company has not provided sufficient justification on the timing and the need for the proposed extension.
15 Approve Commission to Non-Executive Directors For For
16 Approve Remuneration of P. Raju Iyer as Cost For For Auditors
Blended Rationale: A vote FOR this proposal is warranted given the absence of any known issues concerning the cost auditors, their remuneration, and the way the cost audit was conducted.
17 Approve Remuneration of Shome & Banerjee as For For Cost Auditors
Blended Rationale: A vote FOR this proposal is warranted given the absence of any known issues concerning the cost auditors, their remuneration, and the way the cost audit was conducted.
Northern Trust Global Funds plc - The Euro Liquidity Fund
Meeting Date: 07/27/2018 Country: Ireland Meeting Type: Annual Ticker: N/A
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Northern Trust Global Funds plc - The Euro Liquidity Fund
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Review the Company's Affairs For For
3 Elect Martha Fee as Director For For
Blended Rationale: A vote FOR the election of Martha Fee and Bimal Shah is warranted because no significant concerns have been identified.
4 Elect Bimal Shah as Director For For
Blended Rationale: A vote FOR the election of Martha Fee and Bimal Shah is warranted because no significant concerns have been identified.
5 Ratify KPMG as Auditors For For
6 Authorise Board to Fix Remuneration of Auditors For For
PetMed Express, Inc.
Meeting Date: 07/27/2018 Country: USA Meeting Type: Annual Ticker: PETS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Menderes Akdag For For
1.2 Elect Director Leslie C.G. Campbell For For
1.3 Elect Director Frank J. Formica For For
1.4 Elect Director Gian M. Fulgoni For For
1.5 Elect Director Ronald J. Korn For For
1.6 Elect Director Robert C. Schweitzer For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted, due to the Compensation Committee's mixed responsiveness to last year's low say-on-pay vote result. Although some changes were made to pay programs, the committee failed to acknowledge last year's low say-on-pay vote or engaged with shareholders to discern their concerns.
3 Ratify RSM US LLP as Auditors For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
POSCO
Meeting Date: 07/27/2018 Country: South Korea Meeting Type: Special Ticker: A005490
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Choi Jeong-woo as Inside Director (CEO) For For
Raubex Group Ltd
Meeting Date: 07/27/2018 Country: South Africa Meeting Type: Annual Ticker: RBX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports for the Year Ended 28 February 2018
2 Reappoint PricewaterhouseCoopers Inc as For For Auditors of the Company with CJ Hertzog as the Individual Registered Auditor
3.1 Re-elect Leslie Maxwell as Director For For
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
3.2 Re-elect Bryan Kent as Director For For
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
4.1 Re-elect Leslie Maxwell as Member of the Audit For For Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
4.2 Re-elect Bryan Kent as Member of the Audit For For Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
4.3 Re-elect Setshego Bogatsu as Member of the For For Audit Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
5 Approve Remuneration Policy For For
6 Approve Long-Term Incentive Scheme For For
7 Authorise Ratification of Approved Resolutions For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Raubex Group Ltd
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Remuneration of Non-executive For For Directors
2 Authorise Repurchase of Issued Share Capital For For
3 Approve Financial Assistance in Terms of For For Sections 44 and 45 of the Companies Act
Blended Rationale: Special Resolution 3 A vote FOR this item is warranted: * This is a routine request, proposed as a result of the implementation of the Companies Act 2008. Special Resolution 4 A vote FOR this item is warranted, but this is not without concern for shareholders: * This proposal includes a general authority relating to the provision of financial assistance to the Chairman, Freddie Kenney. The main reason for support is: * The Company has explained that the intent is not to provide direct assistance to directors, but to cover the legal implications if such assistance were to be caught under the Act's definition of financial assistance to directors due to the Group's dealings with affiliate companies of the Chairman, Freddie Kenney, on low-cost housing projects. The Group participates in competitive tenders for subcontracting services to companies associated with Freddie Kenney on an arm's length basis.
4 Approve Financial Assistance to Freddie Kenney For For
Blended Rationale: Special Resolution 3 A vote FOR this item is warranted: * This is a routine request, proposed as a result of the implementation of the Companies Act 2008. Special Resolution 4 A vote FOR this item is warranted, but this is not without concern for shareholders: * This proposal includes a general authority relating to the provision of financial assistance to the Chairman, Freddie Kenney. The main reason for support is: * The Company has explained that the intent is not to provide direct assistance to directors, but to cover the legal implications if such assistance were to be caught under the Act's definition of financial assistance to directors due to the Group's dealings with affiliate companies of the Chairman, Freddie Kenney, on low-cost housing projects. The Group participates in competitive tenders for subcontracting services to companies associated with Freddie Kenney on an arm's length basis.
RedT Energy plc
Meeting Date: 07/27/2018 Country: Jersey Meeting Type: Annual Ticker: RED
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Accept Auditor's Report and Auditable Part of For For the Remuneration Report
4 Ratify PricewaterhouseCoopers LLP as Auditors For For and Authorise Their Remuneration
5 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote AGAINST this resolution is warranted because: * The Company did not disclose the duration of the proposal.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
RedT Energy plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Authorise the Validity of the Issuance of Equity For For without Pre-emptive Rights
Blended Rationale: Given that support is not recommended for Item 5, a vote AGAINST this resolution is also warranted.
Romgaz SA
Meeting Date: 07/27/2018 Country: Romania Meeting Type: Special Ticker: SNG
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend List of Secondary Activities of Depogaz For For Ploiesti SRL
Blended Rationale: As the proposals are in the ordinary course of the company's business, a vote FOR is warranted.
2 Amend Article 2.1 of Bylaws of Depogaz Ploiesti For For SRL
Blended Rationale: As the proposals are in the ordinary course of the company's business, a vote FOR is warranted.
3 Empower CEO to Sign Amended Bylaws of For For Depogaz Ploiesti SRL
Blended Rationale: As the proposals are in the ordinary course of the company's business, a vote FOR is warranted.
4 Approve Meeting's Record Date For For
5 Authorize Filing of Required Documents/Other For For Formalities
Singapore Airlines Limited
Meeting Date: 07/27/2018 Country: Singapore Meeting Type: Annual Ticker: C6L
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Adopt Financial Statements and Directors' and For For Auditors' Reports
2 Approve Final Dividend For For
3a Elect Gautam Banerjee as Director For For
Blended Rationale: A vote FOR all nominees is warranted.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Singapore Airlines Limited
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3b Elect Goh Choon Phong as Director For For
Blended Rationale: A vote FOR all nominees is warranted.
3c Elect Hsieh Tsun-yan as Director For For
Blended Rationale: A vote FOR all nominees is warranted.
4 Approve Directors' Fees For For
5 Approve KPMG LLP as Auditors and Authorize For For Board to Fix Their Remuneration
6 Approve Issuance of Equity or Equity-Linked For For Securities with or without Preemptive Rights
7 Amend the SIA Restricted Share Plan 2014 and For For Approve Grant of Awards and Issuance of Shares Under the SIA Performance Share Plan 2014 and/or the SIA Restricted Share Plan 2014
8 Approve Mandate for Interested Person For For Transactions
9 Authorize Share Repurchase Program For For
The Walt Disney Company
Meeting Date: 07/27/2018 Country: USA Meeting Type: Special Ticker: DIS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Issue Shares in Connection with Acquisition For For
Blended Rationale: Referred to Schroders for internal consideration.
2 Adjourn Meeting For For
Blended Rationale: Referred to Schroders for internal consideration.
Twenty-First Century Fox, Inc.
Meeting Date: 07/27/2018 Country: USA Meeting Type: Special Ticker: FOXA
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Twenty-First Century Fox, Inc.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger Agreement For For
Blended Rationale: Referred to Schroders for internal consideration.
2 Approve Distribution Agreement For For
Blended Rationale: Referred to Schroders for internal consideration.
United Utilities Group PLC
Meeting Date: 07/27/2018 Country: United Kingdom Meeting Type: Annual Ticker: UU.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Approve Remuneration Report For For
4 Re-elect Dr John McAdam as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
5 Re-elect Steve Mogford as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
6 Re-elect Russ Houlden as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
7 Elect Steve Fraser as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
8 Re-elect Stephen Carter as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
9 Re-elect Mark Clare as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
10 Re-elect Alison Goligher as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
United Utilities Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
11 Re-elect Brian May as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
12 Re-elect Paulette Rowe as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Re-elect Sara Weller as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Reappoint KPMG LLP as Auditors For For
15 Authorise the Audit Committee to Fix For For Remuneration of Auditors
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General Meeting For For with 14 Working Days' Notice
21 Authorise EU Political Donations and For For Expenditure
Vodafone Group Plc
Meeting Date: 07/27/2018 Country: United Kingdom Meeting Type: Annual Ticker: VOD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Elect Michel Demare as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Vodafone Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3 Elect Margherita Della Valle as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
4 Re-elect Gerard Kleisterlee as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
5 Re-elect Vittorio Colao as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
6 Re-elect Nick Read as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
7 Re-elect Sir Crispin Davis as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
8 Re-elect Dame Clara Furse as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
9 Re-elect Valerie Gooding as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Re-elect Renee James as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
11 Re-elect Samuel Jonah as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
12 Re-elect Maria Amparo Moraleda Martinez as For For Director
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
13 Re-elect David Nish as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
14 Approve Final Dividend For For
15 Approve Remuneration Report For For
16 Reappoint PricewaterhouseCoopers LLP as For For Auditors
17 Authorise the Audit and Risk Committee to Fix For For Remuneration of Auditors
18 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Vodafone Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
19 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
21 Authorise Market Purchase of Ordinary Shares For For
22 Authorise EU Political Donations and For For Expenditure
23 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
24 Approve Sharesave Plan For For
25 Adopt New Articles of Association For For
Vodafone Group Plc
Meeting Date: 07/27/2018 Country: United Kingdom Meeting Type: Annual Ticker: VOD
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Elect Michel Demare as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
3 Elect Margherita Della Valle as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
4 Re-elect Gerard Kleisterlee as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
5 Re-elect Vittorio Colao as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
6 Re-elect Nick Read as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Vodafone Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Re-elect Sir Crispin Davis as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
8 Re-elect Dame Clara Furse as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
9 Re-elect Valerie Gooding as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Re-elect Renee James as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
11 Re-elect Samuel Jonah as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
12 Re-elect Maria Amparo Moraleda Martinez as For For Director
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
13 Re-elect David Nish as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
14 Approve Final Dividend For For
15 Approve Remuneration Report For For
16 Reappoint PricewaterhouseCoopers LLP as For For Auditors
17 Authorise the Audit and Risk Committee to Fix For For Remuneration of Auditors
18 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
21 Authorise Market Purchase of Ordinary Shares For For
22 Authorise EU Political Donations and For For Expenditure
23 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Vodafone Group Plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
24 Approve Sharesave Plan For For
25 Adopt New Articles of Association For For
ZEAL Network SE
Meeting Date: 07/27/2018 Country: United Kingdom Meeting Type: Special Ticker: TIM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Authorise Mandatory Cash Compensation Offer For For
2 Authorise Directors to Sell Treasury Shares For For
B&M European Value Retail SA
Meeting Date: 07/30/2018 Country: Luxembourg Meeting Type: Annual Ticker: BME
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Receive Board Reports on the Consolidated and For For Unconsolidated Financial Statements and Annual Accounts
Blended Rationale: A vote FOR the Company's routine submission of the directors' report and financial statements is warranted as no significant concerns have been identified.
2 Receive Consolidated and Unconsolidated For For Financial Statements and Annual Accounts, and Auditors' Reports Thereon
Blended Rationale: A vote FOR the Company's routine submission of the directors' report and financial statements is warranted as no significant concerns have been identified.
3 Approve Consolidated Financial Statements and For For Annual Accounts
Blended Rationale: A vote FOR the Company's routine submission of the directors' report and financial statements is warranted as no significant concerns have been identified.
4 Approve Unconsolidated Financial Statements For For and Annual Accounts
Blended Rationale: A vote FOR the Company's routine submission of the directors' report and financial statements is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
B&M European Value Retail SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Approve Allocation of Income For For
6 Approve Dividends For For
7 Approve Remuneration Report For For
8 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
9 Amend Long Term Incentive Plan For For
10 Approve Deferred Bonus Share Plan For For
11 Approve Discharge of Directors For For
12 Re-elect Peter Bamford as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
13 Re-elect Simon Arora as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
14 Re-elect Paul McDonald as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
15 Re-elect Thomas Hubner as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
16 Re-elect Kathleen Guion as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
17 Re-elect Ron McMillan as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
18 Re-elect Harry Brouwer as Director For For
Blended Rationale: A vote FOR these Directors is warranted as no significant concerns have been identified.
19 Approve Discharge of Auditor For For
20 Reappoint KPMG Luxembourg Societe For For Cooperative as Auditors
21 Authorise Board to Fix Remuneration of Auditors For For
22 Authorise Market Purchase of Ordinary Shares For For
23 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
B&M European Value Retail SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
24 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
B&M European Value Retail SA
Meeting Date: 07/30/2018 Country: Luxembourg Meeting Type: Special Ticker: BME
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Amend Articles of Association re: Article 1.1 For For
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
2 Amend Articles of Association re: Article 2.2 For For
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
3 Amend Articles of Association re: Article 24.6.3 For For
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
4 Amend Articles of Association re: Article 5.2 For For
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
5 Amend Articles of Association re: Authorised For For Share Capital
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
6 Authorise the Board to Increase the Authorised For For Share Capital
7 Amend Articles of Association re: Articles 10.1 For For and 10.4
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
8 Amend Articles of Association re: Article 26 For For
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
9 Amend Articles of Association re: Increase in For For the Maximum Aggregate Cap on Directors' Fees
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
B&M European Value Retail SA
Proposal Vote Number Proposal Text Mgmt Rec Instruction
10 Amend Articles of Association re: Article 24.6 For For
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
11 Amend Articles of Association re: Article 24.9 For For
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
12 Amend Articles of Association re: Article 25 For For
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
13 Amend Articles of Association re: Article 31.4 For For
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
14 Amend Articles of Association re: Miscellaneous For For Technical References and Typographical Points
Blended Rationale: A vote FOR this resolution is warranted because no corporate governance concerns have been identified.
Cranswick plc
Meeting Date: 07/30/2018 Country: United Kingdom Meeting Type: Annual Ticker: CWK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
3 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
4 Approve Final Dividend For For
5 Re-elect Kate Allum as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
6 Re-elect Mark Bottomley as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
7 Re-elect Jim Brisby as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
8 Re-elect Adam Couch as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Cranswick plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Re-elect Martin Davey as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
10 Re-elect Steven Esom as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
11 Re-elect Mark Reckitt as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
12 Elect Pam Powell as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
13 Elect Tim Smith as Director For For
Blended Rationale: A vote FOR these candidates is warranted as no significant concerns have been identified.
14 Reappoint PricewaterhouseCoopers LLP as For For Auditors
15 Authorise Board to Fix Remuneration of Auditors For For
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Market Purchase of Ordinary Shares For For
19 Approve Scrip Dividend Scheme For For
20 Approve Long Term Incentive Plan For For
21 Approve Deferred Bonus Share Plan For For
22 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Gateway Distriparks Ltd.
Meeting Date: 07/30/2018 Country: India Meeting Type: Annual Ticker: GDL
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Gateway Distriparks Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Confirm Interim Dividend For For
3 Reelect Mamta Gupta as Director For For
Jiangsu Hengrui Medicine Co., Ltd.
Meeting Date: 07/30/2018 Country: China Meeting Type: Special Ticker: 600276
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Merger by Absorption of Wholly-owned For For Subsidiary
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
2 Approve Adjustment to Number of Stocks and For For Repurchase Price in Connection to the Performance Shares Incentive Plan
3 Approve Repurchase and Cancellation of Partial For For Granted But Not Yet Unlocked Performance Shares
Korea Electric Power Corp.
Meeting Date: 07/30/2018 Country: South Korea Meeting Type: Special Ticker: A015760
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Elect Lee Jung-hee as Inside Director For For
2 Elect Lee Jung-hee as a Member of Audit For Against Committee Voter Rationale: Candidate lacks independence
Blended Rationale: Candidate lacks independence
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
National Grid plc
Meeting Date: 07/30/2018 Country: United Kingdom Meeting Type: Annual Ticker: NG.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Final Dividend For For
3 Re-elect Sir Peter Gershon as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
4 Re-elect John Pettigrew as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
5 Re-elect Dean Seavers as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
6 Re-elect Nicola Shaw as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
7 Re-elect Nora Brownell as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
8 Re-elect Jonathan Dawson as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
9 Re-elect Therese Esperdy as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
10 Re-elect Paul Golby as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
11 Re-elect Mark Williamson as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
12 Elect Amanda Mesler as Director For For
Blended Rationale: A vote FOR this candidate is warranted as no significant concerns have been identified.
13 Reappoint Deloitte LLP as Auditors For For
14 Authorise Board to Fix Remuneration of Auditors For For
15 Approve Remuneration Report For For
16 Authorise EU Political Donations and For For Expenditure
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
National Grid plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
20 Authorise Market Purchase of Ordinary Shares For For
21 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Pick n Pay Stores Ltd
Meeting Date: 07/30/2018 Country: South Africa Meeting Type: Annual Ticker: PIK
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Reappoint Ernst & Young Inc as Auditors of the For For Company
2.1 Re-elect Hugh Herman as Director For For
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
2.2 Re-elect Jeff van Rooyen as Director For For
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
2.3 Re-elect David Robins as Director For For
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
2.4 Re-elect Audrey Mothupi as Director For For
Blended Rationale: A vote FOR these items is warranted: * No issues have been identified in relation to the election or re-election of these Directors.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Pick n Pay Stores Ltd
Proposal Vote Number Proposal Text Mgmt Rec Instruction
3.1 Re-elect Jeff van Rooyen as Member of the For For Audit, Risk and Compliance Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
3.2 Re-elect Hugh Herman as Member of the Audit, For For Risk and Compliance Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
3.3 Re-elect Audrey Mothupi as Member of the For For Audit, Risk and Compliance Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
3.4 Re-elect David Friedland as Member of the For For Audit, Risk and Compliance Committee
Blended Rationale: A vote FOR this item is warranted: * All of the members of the Audit Committee are independent.
1 Approve Remuneration Policy For For
2 Approve Remuneration Implementation Report For For
1 Approve Directors' Fees for the 2019 and 2020 For Against Annual Financial Periods Voter Rationale: Chairman's fees much higher than peers
Blended Rationale: Chairman's fees much higher than peers
2.1 Approve Financial Assistance to Related or For For Inter-related Companies or Corporations
Blended Rationale: A vote FOR these item is warranted: * Special Resolution 2.1 is a routine request, proposed as a result of the implementation of the Companies Act 2008; and * Special Resolution 2.2 concerns the provision of financial assistance to employees, but is limited to assistance provided in connection with the Company's housing loan policy.
2.2 Approve Financial Assistance to an Employee of For For the Company or its Subsidiaries
Blended Rationale: A vote FOR these item is warranted: * Special Resolution 2.1 is a routine request, proposed as a result of the implementation of the Companies Act 2008; and * Special Resolution 2.2 concerns the provision of financial assistance to employees, but is limited to assistance provided in connection with the Company's housing loan policy.
3 Authorise Repurchase of Issued Share Capital For For
4 Authorise Ratification of Approved Resolutions For For
AMMB Holdings Berhad
Meeting Date: 07/31/2018 Country: Malaysia Meeting Type: Annual Ticker: AMBANK
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
AMMB Holdings Berhad
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Approve Final Dividend For For
2 Approve Directors' Fees For For
Blended Rationale: A vote FOR these resolutions is warranted.
3 Approve Directors' Benefits For For
Blended Rationale: A vote FOR these resolutions is warranted.
4 Elect Soo Kim Wai as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
5 Elect Seow Yoo Lin as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
6 Elect Farina binti Farikhullah Khan as Director For For
Blended Rationale: A vote FOR all nominees is warranted given the absence of any known issues concerning the nominees and the company's board and committee dynamics.
7 Approve Ernst & Young as Auditors and For For Authorize Board to Fix Their Remuneration
8 Approve Issuance of New Ordinary Shares For For Under the Dividend Reinvestment Plan
9 Approve Issuance of Equity or Equity-Linked For For Securities without Preemptive Rights
10 Approve Renewal of Shareholders' Mandate for For For Recurrent Related Party Transactions with Australia and New Zealand Banking Group Limited Group
Blended Rationale: A vote FOR these resolutions is warranted.
11 Approve Renewal of Shareholders' Mandate for For For Recurrent Related Party Transactions with Amcorp Group Berhad Group
Blended Rationale: A vote FOR these resolutions is warranted.
12 Approve Renewal of Shareholders' Mandate for For For Recurrent Related Party Transactions with Modular Techcorp Holdings Berhad Group
Blended Rationale: A vote FOR these resolutions is warranted.
1 Adopt New Constitution For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Bristow Group Inc.
Meeting Date: 07/31/2018 Country: USA Meeting Type: Annual Ticker: BRS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Thomas N. Amonett For For
1.2 Elect Director Jonathan E. Baliff For For
1.3 Elect Director Gaurdie E. Banister, Jr. For For
1.4 Elect Director Lori A. Gobillot For For
1.5 Elect Director Ian A. Godden For For
1.6 Elect Director A. William Higgins For For
1.7 Elect Director Stephen A. King For For
1.8 Elect Director Thomas C. Knudson For For
1.9 Elect Director Biggs C. Porter For For
2 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted. A substantial portion of the annual incentive is now tied to strategic performance and the TSR-based performance cash award provides multiple opportunities for target payout. In addition, the minimum vesting period is less than three years.
3 Approve Removal of Common Stock Issuance For For Restriction
4 Ratify KPMG LLP as Auditors For For
JPMorgan Japan Smaller Companies Trust plc
Meeting Date: 07/31/2018 Country: United Kingdom Meeting Type: Annual Ticker: JPS
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
3 Approve Remuneration Report For For
4 Approve Dividend Policy For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
JPMorgan Japan Smaller Companies Trust plc
Proposal Vote Number Proposal Text Mgmt Rec Instruction
5 Re-elect Deborah Guthrie as Director For For
Blended Rationale: A vote FOR the re-election of these Directors is warranted because no significant concerns have been identified.
6 Re-elect Robert White as Director For For
Blended Rationale: A vote FOR the re-election of these Directors is warranted because no significant concerns have been identified.
7 Reappoint Grant Thornton UK LLP as Auditors For For and Authorise Their Remuneration
8 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
9 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
10 Authorise Market Purchase of Ordinary Shares For For
11 Adopt New Articles of Association For For
MITIE Group PLC
Meeting Date: 07/31/2018 Country: United Kingdom Meeting Type: Annual Ticker: MTO
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Approve Remuneration Report For For
Blended Rationale: A vote AGAINST this resolution is considered warranted: * The new CFO's salary rate is pitched generously as compared to his predecessor and to other peer companies, and the Company does not provide any explanation for this approach.
3 Approve Remuneration Policy For For
Blended Rationale: This resolution code is Referred to Schroders for case-by-case consideration.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
MITIE Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
4 Re-elect Derek Mapp as Director For For
Blended Rationale: Items 5-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Derek Mapp as Director An ABSTENTION on the re-election of this candidate is considered warranted: * In addition to his role as Board Chair of Mitie plc, he is the Chair of Informa plc and Huntsworth plc (although he has committed to step down from the Board of the latter once a successor is appointed). Overall, these time commitments are considered significant and may potentially impair Derek Mapp's ability to devote sufficient time to his role at Mitie. He also serves as Chair at three private companies. However, given his commitment to stand down from his role at Huntsworth and for the sake of continuity due to Mitie being in a turnaround situation, an ABSTAIN vote on his re-election is considered appropriate. A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognize withhold as a valid option.
5 Re-elect Phil Bentley as Director For For
Blended Rationale: Items 5-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Derek Mapp as Director An ABSTENTION on the re-election of this candidate is considered warranted: * In addition to his role as Board Chair of Mitie plc, he is the Chair of Informa plc and Huntsworth plc (although he has committed to step down from the Board of the latter once a successor is appointed). Overall, these time commitments are considered significant and may potentially impair Derek Mapp's ability to devote sufficient time to his role at Mitie. He also serves as Chair at three private companies. However, given his commitment to stand down from his role at Huntsworth and for the sake of continuity due to Mitie being in a turnaround situation, an ABSTAIN vote on his re-election is considered appropriate. A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognize withhold as a valid option.
6 Elect Paul Woolf as Director For For
Blended Rationale: Items 5-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Derek Mapp as Director An ABSTENTION on the re-election of this candidate is considered warranted: * In addition to his role as Board Chair of Mitie plc, he is the Chair of Informa plc and Huntsworth plc (although he has committed to step down from the Board of the latter once a successor is appointed). Overall, these time commitments are considered significant and may potentially impair Derek Mapp's ability to devote sufficient time to his role at Mitie. He also serves as Chair at three private companies. However, given his commitment to stand down from his role at Huntsworth and for the sake of continuity due to Mitie being in a turnaround situation, an ABSTAIN vote on his re-election is considered appropriate. A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognize withhold as a valid option.
7 Re-elect Nivedita Bhagat as Director For For
Blended Rationale: Items 5-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Derek Mapp as Director An ABSTENTION on the re-election of this candidate is considered warranted: * In addition to his role as Board Chair of Mitie plc, he is the Chair of Informa plc and Huntsworth plc (although he has committed to step down from the Board of the latter once a successor is appointed). Overall, these time commitments are considered significant and may potentially impair Derek Mapp's ability to devote sufficient time to his role at Mitie. He also serves as Chair at three private companies. However, given his commitment to stand down from his role at Huntsworth and for the sake of continuity due to Mitie being in a turnaround situation, an ABSTAIN vote on his re-election is considered appropriate. A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognize withhold as a valid option.
8 Re-elect Jack Boyer as Director For For
Blended Rationale: Items 5-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Derek Mapp as Director An ABSTENTION on the re-election of this candidate is considered warranted: * In addition to his role as Board Chair of Mitie plc, he is the Chair of Informa plc and Huntsworth plc (although he has committed to step down from the Board of the latter once a successor is appointed). Overall, these time commitments are considered significant and may potentially impair Derek Mapp's ability to devote sufficient time to his role at Mitie. He also serves as Chair at three private companies. However, given his commitment to stand down from his role at Huntsworth and for the sake of continuity due to Mitie being in a turnaround situation, an ABSTAIN vote on his re-election is considered appropriate. A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognize withhold as a valid option.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
MITIE Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
9 Elect Philippa Couttie as Director For For
Blended Rationale: Items 5-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Derek Mapp as Director An ABSTENTION on the re-election of this candidate is considered warranted: * In addition to his role as Board Chair of Mitie plc, he is the Chair of Informa plc and Huntsworth plc (although he has committed to step down from the Board of the latter once a successor is appointed). Overall, these time commitments are considered significant and may potentially impair Derek Mapp's ability to devote sufficient time to his role at Mitie. He also serves as Chair at three private companies. However, given his commitment to stand down from his role at Huntsworth and for the sake of continuity due to Mitie being in a turnaround situation, an ABSTAIN vote on his re-election is considered appropriate. A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognize withhold as a valid option.
10 Elect Jennifer Duvalier as Director For For
Blended Rationale: Items 5-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Derek Mapp as Director An ABSTENTION on the re-election of this candidate is considered warranted: * In addition to his role as Board Chair of Mitie plc, he is the Chair of Informa plc and Huntsworth plc (although he has committed to step down from the Board of the latter once a successor is appointed). Overall, these time commitments are considered significant and may potentially impair Derek Mapp's ability to devote sufficient time to his role at Mitie. He also serves as Chair at three private companies. However, given his commitment to stand down from his role at Huntsworth and for the sake of continuity due to Mitie being in a turnaround situation, an ABSTAIN vote on his re-election is considered appropriate. A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognize withhold as a valid option.
11 Elect Mary Reilly as Director For For
Blended Rationale: Items 5-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Derek Mapp as Director An ABSTENTION on the re-election of this candidate is considered warranted: * In addition to his role as Board Chair of Mitie plc, he is the Chair of Informa plc and Huntsworth plc (although he has committed to step down from the Board of the latter once a successor is appointed). Overall, these time commitments are considered significant and may potentially impair Derek Mapp's ability to devote sufficient time to his role at Mitie. He also serves as Chair at three private companies. However, given his commitment to stand down from his role at Huntsworth and for the sake of continuity due to Mitie being in a turnaround situation, an ABSTAIN vote on his re-election is considered appropriate. A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognize withhold as a valid option.
12 Elect Roger Yates as Director For For
Blended Rationale: Items 5-12 A vote FOR these Directors is warranted as no significant concerns have been identified. Item 4: Re-elect Derek Mapp as Director An ABSTENTION on the re-election of this candidate is considered warranted: * In addition to his role as Board Chair of Mitie plc, he is the Chair of Informa plc and Huntsworth plc (although he has committed to step down from the Board of the latter once a successor is appointed). Overall, these time commitments are considered significant and may potentially impair Derek Mapp's ability to devote sufficient time to his role at Mitie. He also serves as Chair at three private companies. However, given his commitment to stand down from his role at Huntsworth and for the sake of continuity due to Mitie being in a turnaround situation, an ABSTAIN vote on his re-election is considered appropriate. A vote FOR this resolution is warranted for those shareholders in markets which have a fiduciary responsibility to vote either for or against and who do not recognize withhold as a valid option.
13 Appoint BDO LLP as Auditors For For
14 Authorise the Audit Committee to Fix For For Remuneration of Auditors
15 Authorise EU Political Donations and For For Expenditure
16 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
MITIE Group PLC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
17 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
18 Authorise Issue of Equity without Pre-emptive For For Rights in Connection with an Acquisition or Other Capital Investment
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
19 Authorise Market Purchase of Ordinary Shares For For
20 Authorise the Company to Call General Meeting For For with Two Weeks' Notice
Syncona Ltd.
Meeting Date: 07/31/2018 Country: Guernsey Meeting Type: Annual Ticker: SYNC
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
2 Ratify Deloitte LLP as Auditors For For
3 Authorise Board to Fix Remuneration of Auditors For For
4 Re-elect Jeremy Tigue as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Jeremy Tigue is warranted, although of the following deviations from best practice should be noted: * He is the Board Chair who holds other NED positions, which could compromise his ability to commit sufficient time to his role in the Company. Main reason for support is: * All of his external commitment is at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 10 A vote FOR the election/re-election of Thomas Henderson, Robert (Rob) Hutchinson, Nigel Keen, Nicholas (Nick) Moss, Gian Reverberi, and Ellen Strahlman is warranted because no significant concerns have been identified.
5 Re-elect Thomas Henderson as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Jeremy Tigue is warranted, although of the following deviations from best practice should be noted: * He is the Board Chair who holds other NED positions, which could compromise his ability to commit sufficient time to his role in the Company. Main reason for support is: * All of his external commitment is at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 10 A vote FOR the election/re-election of Thomas Henderson, Robert (Rob) Hutchinson, Nigel Keen, Nicholas (Nick) Moss, Gian Reverberi, and Ellen Strahlman is warranted because no significant concerns have been identified.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Syncona Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
6 Elect Rob Hutchinson as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Jeremy Tigue is warranted, although of the following deviations from best practice should be noted: * He is the Board Chair who holds other NED positions, which could compromise his ability to commit sufficient time to his role in the Company. Main reason for support is: * All of his external commitment is at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 10 A vote FOR the election/re-election of Thomas Henderson, Robert (Rob) Hutchinson, Nigel Keen, Nicholas (Nick) Moss, Gian Reverberi, and Ellen Strahlman is warranted because no significant concerns have been identified.
7 Re-elect Nigel Keen as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Jeremy Tigue is warranted, although of the following deviations from best practice should be noted: * He is the Board Chair who holds other NED positions, which could compromise his ability to commit sufficient time to his role in the Company. Main reason for support is: * All of his external commitment is at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 10 A vote FOR the election/re-election of Thomas Henderson, Robert (Rob) Hutchinson, Nigel Keen, Nicholas (Nick) Moss, Gian Reverberi, and Ellen Strahlman is warranted because no significant concerns have been identified.
8 Re-elect Nick Moss as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Jeremy Tigue is warranted, although of the following deviations from best practice should be noted: * He is the Board Chair who holds other NED positions, which could compromise his ability to commit sufficient time to his role in the Company. Main reason for support is: * All of his external commitment is at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 10 A vote FOR the election/re-election of Thomas Henderson, Robert (Rob) Hutchinson, Nigel Keen, Nicholas (Nick) Moss, Gian Reverberi, and Ellen Strahlman is warranted because no significant concerns have been identified.
9 Elect Gian Piero Reverberi as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Jeremy Tigue is warranted, although of the following deviations from best practice should be noted: * He is the Board Chair who holds other NED positions, which could compromise his ability to commit sufficient time to his role in the Company. Main reason for support is: * All of his external commitment is at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 10 A vote FOR the election/re-election of Thomas Henderson, Robert (Rob) Hutchinson, Nigel Keen, Nicholas (Nick) Moss, Gian Reverberi, and Ellen Strahlman is warranted because no significant concerns have been identified.
10 Re-elect Ellen Strahlman as Director For For
Blended Rationale: Item 4 A vote FOR the re-election of Jeremy Tigue is warranted, although of the following deviations from best practice should be noted: * He is the Board Chair who holds other NED positions, which could compromise his ability to commit sufficient time to his role in the Company. Main reason for support is: * All of his external commitment is at investment trusts. Taking this factor into account, a degree of flexibility is considered appropriate. His external commitments will be kept under review. Items 5 to 10 A vote FOR the election/re-election of Thomas Henderson, Robert (Rob) Hutchinson, Nigel Keen, Nicholas (Nick) Moss, Gian Reverberi, and Ellen Strahlman is warranted because no significant concerns have been identified.
11 Approve Remuneration Report For For
12 Authorise Issue of Equity with Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
13 Approve Waiver on Tender-Bid Requirement For Against
Voter Rationale: Potential for creeping control.
Blended Rationale: Potential for creeping control.
14 Authorise Market Purchase of Ordinary Shares For For
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Syncona Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
15 Authorise Issue of Equity without Pre-emptive For For Rights
Blended Rationale: A vote FOR these resolutions is warranted because the proposed amounts and durations are within recommended limits.
Taptica International Ltd.
Meeting Date: 07/31/2018 Country: Israel Meeting Type: Annual Ticker: TAP
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Reelect Timothy Grainger Weller as Director For For
Blended Rationale: A vote AGAINST the reelection of Ronni Zehavi (Item 4) is warranted, as the composition of the audit committee is not demonstrably in line with market practice.A vote FOR each of Items 1-3 is warranted, due to lack of concern regarding the suitability of the proposed candidates.
2 Reelect Haggai Tal as Director For For
Blended Rationale: A vote AGAINST the reelection of Ronni Zehavi (Item 4) is warranted, as the composition of the audit committee is not demonstrably in line with market practice.A vote FOR each of Items 1-3 is warranted, due to lack of concern regarding the suitability of the proposed candidates.
3 Reelect Yaniv Carmi as Director For For
Blended Rationale: A vote AGAINST the reelection of Ronni Zehavi (Item 4) is warranted, as the composition of the audit committee is not demonstrably in line with market practice.A vote FOR each of Items 1-3 is warranted, due to lack of concern regarding the suitability of the proposed candidates.
4 Reelect Ronni Zehavi as Director For For
Blended Rationale: A vote AGAINST the reelection of Ronni Zehavi (Item 4) is warranted, as the composition of the audit committee is not demonstrably in line with market practice.A vote FOR each of Items 1-3 is warranted, due to lack of concern regarding the suitability of the proposed candidates.
5 Reappoint Somekh Chaikin as Auditors and For For Authorize Board to Fix Their Remuneration
Blended Rationale: The item warrants a vote AGAINST, because the company did not itemize audit fees.
6 Approve and Update the Employment Terms of For For Ofer Druker, Chairman
Blended Rationale: A vote AGAINST this item is warranted as the company has failed to provide clear disclosure on key terms.
7 Approve Compensation Policy for the Directors For For and Officers of the Company
Blended Rationale: A vote AGAINST this item is warranted as the company has failed to provide clear disclosure on the amended remuneration policy.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Taptica International Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
A Vote FOR if you are a controlling shareholder or None Against have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. You may not abstain. If you vote FOR, please provide an explanation to your account manager
Voter Rationale: Administrative
Blended Rationale: Administrative
Tech Mahindra Ltd.
Meeting Date: 07/31/2018 Country: India Meeting Type: Annual Ticker: TECHM
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1 Accept Financial Statements and Statutory For For Reports
Blended Rationale: While the auditors' report includes an emphasis of matter, their opinion remains unqualified. As such, a vote FOR these resolutions is warranted.
2 Accept Consolidated Financial Statements and For For Statutory Reports
Blended Rationale: While the auditors' report includes an emphasis of matter, their opinion remains unqualified. As such, a vote FOR these resolutions is warranted.
3 Approve Dividend For For
4 Approve Retirement of Vineet Nayyar as For For Director
5 Approve Reappointment and Remuneration of C. For For P. Gurnani as Chairman and Managing Director and Chief Executive Officer
6 Approve Employee Stock Option Scheme 2018 For Against for Benefit of Employees and Director of Company Voter Rationale: The scheme permits stock options to be issued with an exercise price at a discount to the current market price.
Blended Rationale: The scheme permits stock options to be issued with an exercise price at a discount to the current market price.
Vote Summary Report Date range covered: 07/01/2018 to 07/31/2018
Tech Mahindra Ltd.
Proposal Vote Number Proposal Text Mgmt Rec Instruction
7 Approve Employee Stock Option Scheme 2018 For Against for Benefit of Employees and Director of Subsidiary Company Voter Rationale: The scheme permits stock options to be issued with an exercise price at a discount to the current market price.
Blended Rationale: The scheme permits stock options to be issued with an exercise price at a discount to the current market price.
Xerox Corporation
Meeting Date: 07/31/2018 Country: USA Meeting Type: Annual Ticker: XRX
Proposal Vote Number Proposal Text Mgmt Rec Instruction
1.1 Elect Director Gregory Q. Brown For For
1.2 Elect Director Keith Cozza For For
1.3 Elect Director Jonathan Christodoro For For
1.4 Elect Director Joseph J. Echevarria For For
1.5 Elect Director Nicholas Graziano For For
1.6 Elect Director Cheryl Gordon Krongard For For
1.7 Elect Director Scott Letier For For
1.8 Elect Director Sara Martinez Tucker For For
1.9 Elect Director Giovanni ('John') Visentin For For
2 Ratify PricewaterhouseCoopers LLP as Auditors For For
3 Advisory Vote to Ratify Named Executive For Against Officers' Compensation
Blended Rationale: A vote AGAINST this proposal is warranted given that the company recently entered into an employment agreement with new CEO John Visentin that provides for problematic modified single-trigger cash severance.
4 Adjourn Meeting For Against
Blended Rationale: A vote AGAINST this proposal is warranted given that support is not warranted for Item 3.