Capgemini Uk Pension Plan

Implementation Statement

CAPGEMINI UK PENSION PLAN

Table of Contents

1. Introduction 3

2. Governance 4

3. Engagement 8

4. Voting Behaviour 13

1. Introduction

This statement provides information on how, and the extent to which, the Trustees of the Capgemini UK Pension Plan have followed the policies in the Plan’s Statement of Investment Principles (“SIP”) during the financial year to 31 March 2020. In addition, the statement provides a summary of the voting behaviour and most significant votes cast during the reporting year.

The Trustees recognise their responsibilities as owners of capital, and believe that good stewardship practices, including monitoring and engaging with investee companies, and exercising voting rights attaching to investments, protect and enhance the long-term value of investments. The Trustees have delegated to their fiduciary manager and investment managers the exercise of rights attaching to investments, including voting rights, and engagement with issuers of debt and equity and other relevant persons about relevant matters such as performance, strategy, capital structure, management of actual or potential conflicts of interest, risks and Environmental, Social and Governance (“ESG”) considerations.

The Trustees do not monitor or engage directly with issuers or other holders of debt or equity. For the defined benefit (“DB”) sections, the Trustees expect the fiduciary manager, Kempen Capital Management (Kempen) to exercise ownership rights and undertake monitoring and engagement in line with its’ own corporate governance policies, and taking account of current best practice including the UK Corporate Governance Code 2018 and the UK Stewardship Code 2020.

The fiduciary manager expects the underlying investment managers it selects, who are regulated in the UK, to comply with the UK Stewardship Code 2020, including public disclosure of compliance via an external website. For an investment manager to be appointed my Kempen, on behalf of the Trustees, they must also take into consideration Kempen’s Responsible Investment and Exclusions policy which can be found here - https://www.kempen.com/nl/asset-management/responsible-investment

Similarly, for the defined contribution (“DC”) sections, the Trustees have delegated responsibility for the exercise of rights (including voting rights) attached to the Plan’s investments to the Investment Managers. The Trustees encourage them to engage with investee companies and vote whenever it is practical to do so on financially material matters such as strategy, capital structure, conflicts of interest policies, risks, social and environmental impact and corporate governance as part of their decision-making processes.

This Implementation Statement documents how the stewardship policy has been followed by the investment managers during the period, and describes their and the fiduciary manager’s engagement and in particular their voting behaviour during the year.

The Trustees are conscious that some investment managers may not be able to provide voting records for all investment held within certain pooled structures.

2. Governance

The Trustees have established an Investment Sub-Committee (“ISC”) in order to consider investment issues in detail. The ISC generally meets quarterly and considers the economic outlook and whether any changes should be made to the Plan’s investment strategy. The ISC also receives reports from the Investment Advisor and fiduciary manager on the progression of the funding position and investment performance. The ISC reports to the full board and the Terms of Reference outline which investment decisions rest with the Trustees and which are delegated to the ISC.

2.1 Review of SIP

During the year to 31 March 2020, the Trustees received training on ESG issues from their Investment Adviser, XPS Investment (“XPS”) and discussed their beliefs around those issues. This enabled the Trustees to consider how to update their policy in relation to ESG and voting issues. The Trustees’ new policy was documented in the updated Statements of Investment Principles dated September 2019.

The Trustees also considered their general investment beliefs and incorporated those into the updated SIPs.

For the DB Sections, the SIP was further updated in February 2020 to reflect an increase in the target level of liability hedging.

2.2 Asset Allocation

In understanding that asset allocation plays an important role in achieving investment objectives and good member outcomes, the Trustees regularly monitor the asset allocation of DB and DC sections of the Plan to ensure that these are in line with the current investment objectives.

The Trustees are required to review the strategy of the default investment arrangements offered by the DC Section of the Plan at least every three years or immediately following any significant change in investment policy or in the DC Section’s member profile. During the reporting year, no changes were made to the default arrangements, with the next formal review due to take place in the year ending 31 March 2021.

Towards the end of the financial year, the Property Fund in the DC Section was gated by the investment manager. Rather than leave future contributions that were due to be invested in the Property Fund un-invested, the Trustees decided to direct such contributions to a Temporary Holding Strategy.

Apart from the increase in the target level of liability hedging referred to above, no other changes were made to the investment strategy for the DB Section during the year, following a review by the ISC and Trustees. The strategy continues to be considered in the 2020/21 Plan year.

2.3 The Trustees’ investment policies

The Trustees had various investment policies for the Plan on the topics listed in the table below; the table also provides commentary on how and the extent to which the various policies were followed during the reporting year.

Policy How the policy was The extent to which the followed policy was followed Kinds of investments to be held DB Section: the Trustees The Trustees are satisfied that DB Section: The Trustees’ invest in a range of different they followed this policy in full policy is to acquire assets asset classes for during the year. of appropriate liquidity diversification purposes and which will generate set the overall strategy income and capital based on professional growth to help meet the advice. benefits payable.

DC Section: The Trustees' DC Section: The Trustees long-term objectives are provide members with to provide members with investment vehicles investment options that encompassing both real and will enable them to monetary assets. optimise the real return on investments. Balance between different investments DB Section: The types of The Trustees are satisfied that DB Section: The Trustees’ asset classes held include they followed this policy in full policy is to invest in a both return seeking assets during the year. diversified portfolio of (e.g. equities, multi asset return seeking assets funds, hedge funds, bonds and liability matching funds) and liability matching assets. assets.

DC Section: The amounts DC Section: The options allocated to any available to members individual asset class will include equities (UK and be influenced by the overseas), bonds, property, choices made by the cash and multi asset funds. members.

Choosing investments During the year, following The Trustees are satisfied that The Trustees’ policy is to advice from XPS, there was they followed this policy in full regularly review the an increase in liability during the year. investments over which hedging for the DB Section. they retain control and No changes were made for to obtain written advice the DC Section. about them when necessary.

For the DB Section, the Trustees have delegated the selection, monitoring and replacement of some investment managers to the fiduciary manager. Risks (measurement and management) The Trustees receive The Trustees are satisfied that The Trustees have a quarterly reporting from appropriate reporting is in number of policies in their fiduciary manager and place. respect of risk investment advisor to management and provide the information measurement. required to monitor the investment strategy and performance. In addition, for the DB Section, a monthly dashboard is produced highlighting the funding level progression and a measure of risk. Expected return  DB Section: The Trustees DB Section: Based on The Trustees are satisfied that expect that future advice, the Trustees believe they followed this policy in full investment returns will that the current strategy during the year. at least meet the rate of will achieve the objectives return underlying the over the long term, but are Recovery Plan. also conscious of the associated risks.

DC Section: The Trustees DC Section: The Trustees anticipate that the have made available a range investment options and of investment funds with the associated future different risk-reward absolute investment characteristics. returns will allow members to maintain the real value of their fund whilst at the same time providing them with the opportunity to invest in assets which are closely aligned to the way in which they expect to convert their fund at retirement.

Realisation of investments DB Section: The The Trustees are satisfied that The Trustees’ policy is to administrators monitor the they followed the policy to a hold most of the Plan’s projected cashflow position reasonable extent over the assets in readily on a monthly basis and reporting period but realisable assets. request disinvestments acknowledge they have little from the fiduciary manager control over the events if required to pay benefits leading to the Property Fund and other outflows. closure.

DC Section: The temporary closure of the Property Fund as a result of Covid-19 led to some assets held by members temporarily not being readily realisable. The Fund has reopened since the end of the reporting period. ESG, voting rights and stewardship The fiduciary manager and The Trustees are satisfied that The Trustees’ policies in investment managers have they have followed the these areas are covered responsibility for the policies during the year, but in more detail elsewhere ongoing monitoring and continue to assess in this Statement. management of ESG risks developments in these areas. and those related to climate change.

3. Engagement

The Trustees encourage the fiduciary manager and investment managers to actively engage with the companies in which they invest. This engagement is on a number of different topics including but not limited to climate change, remuneration policy, corporate governance, transparency on ESG topics and responsible integrated chain management e.g. working conditions.

These engagement activities are carried out by each underlying investment manager in accordance with their own socially responsible investing (SRI) policy and also through the activities of the Plan’s fiduciary manager, Kempen, who engage with those investment managers on behalf of the Trustees. Within Kempen there are several levels of engagement: they engage with the investment managers they appoint, with companies they invest in directly (e.g. within Kempen products), and with other stakeholders, such as: clients, credit rating agencies and benchmark providers and peers.

3.1 Engagement with Investment Managers

For the DB Sections, Kempen’s engagement with investment managers on behalf of the Trustees is a continuous process.

Whilst Kempen has limited influence over investment managers’ investment practices where assets are held in pooled funds, they do however encourage their chosen managers to improve their practices and consider ESG factors and their associated risks. Kempen uses the following methodology to engage with Asset Managers.

– ESG criteria is assessed based on international conventions and initiatives, such as UN Global Compact and the Principles for Responsible Investment (PRI) – All investment managers are screened against ESG criteria before inclusion in the Kempen’s approved manager list. For example: - does the investment manager have a responsible investment policy - is the investment manager open for a dialogue on ESG criteria, and - does the investment manager have exposure to companies that are on the fiduciary managers exclusion list? – All investment managers are reviewed against ESG criteria on an ongoing basis. For example: - are responsible investing considerations continue to be integrated into their investment process - is the investment manager making progress - is the investment manager well informed and up-to-speed of ESG criteria and initiatives - periodic screening of all the underlying equity and debt securities held by investment managers within their funds, to check for exclusion candidates – Kempen encourages their chosen investment managers to improve their practices where appropriate – Kempen uses a “Sector Avoidance Framework”, which ensures exclusion of companies involved in the production, trade and maintenance of controversial weapons.

3.2 Collective engagement

The Trustees via Kempen are also involved in various collective engagement initiatives working collaboratively with peer investors and other stakeholder organisations to amplify their impact and make transformative change happen on a global scale. Kempen is an active member and a lead investor in a number of collaborative engagements including:

 Climate Action 100+ - An influential investor initiative asking over 100 of the world’s largest corporate greenhouse gas emitters to drive, and not impede, the clean energy transition

 EUMEDION - The Dutch Corporate Governance Forum, which led on the development of the Dutch Stewardship Code.

 Platform Living Wage Financials (PLWF) – An award-winning investor supported coalition, which we are co-founders of, to monitor and assess garment sector companies and encourage them to enable a living wage for all employees in their supply chain.

 Principles for Responsible Investment (PRI) - The PRI is the world’s leading proponent of responsible investment. The Principles were launched in April 2006 and Kempen joined in 2008. Since then the number of signatories has grown from 100 to over 2,300 with a combined AUM of $90 trillion.

 International Corporate Governance Network (ICGN) - An investor-led organisation to promote effective standards of corporate governance and investor stewardship. Kempen is a member of the Board Governance Committee.

 Global Impact Investing Network (GIIN) - An investor network dedicated to increasing the scale and effectiveness of impact investing around the world.

 FCLT - FCLTGlobal is a not-for-profit organization that works to encourage a longer-term focus in business and investment decision-making.

 300 Club - The 300 Club is a group of leading investment professionals from across the globe, established in 2011 in response to an urgent need to raise uncomfortable and fundamental questions about the very foundations of the investment industry and investing.

3.3 Key highlights in 2019

Platform Living Wage Financials - Living wage

Living wages are a universal human right and not the same as a minimum income; a living wage enables someone to meet the basic needs of himself and his family. The Living Wage Financials (PLWF) Platform focuses on the companies in which the PLWF members invest and

seeks to encourage, support and monitor them so that workers in their supply chains receive a living wage.

Platform Living Wage Financials

Since its establishment in September 2018, 13 Dutch financial institutions - including the Trustees’ fiduciary manager - joined the PLWF. Inadequate living wages are particularly prevalent in the most labor-intensive sectors for example the textile industry. Living wages can be a catalyst for improving other working conditions. For example, the risk of child labor decreases if the parents of a family earn enough.

Initially, the initiative focused on the textile industry, but since 2019 the PLWF has also focused on other industries such as agriculture, food trade and retail. The living wage engagement is consistent with the commitment to the United Nations Guiding Principles (UNGPs) and the OECD Guidelines for Multinational Enterprises. It asks financial institutions to respect human rights and to address negative human rights consequences in which they have had a share. In doing so, the trustees are indirectly committed to the Sustainable Development Goals (SDGs) of the United Nations, especially SDG 1: No poverty, and SDG 8: Decent jobs and economic growth.

Progress in 2019

Individual companies cannot be expected to solve a social problem such as a living wage alone. That is precisely why PLWF assesses 23 listed clothing and shoe companies. Dialogue with other industries is already in progress, but the assessment is still in development.

The platform engages with companies and tries to understand the extent to which companies integrate their living wages policy into their business operations in order to identify opportunities for improvement. In doing so, a 'benchmark' is used to identify the most and least progressive companies. In this way an attempt is made to motivate the 'laggards' to follow their better performing sector peers.

The results for 2019 are shown in the picture below. Most companies' policies are in the development or advanced stage. This means that most clothing producers that are assessed by the PLWF see a living wage as a pressing issue and draw up definitions and policies for it1. Compared to 2018, Adidas and PVH, the parent company of Calvin Klein and Tommy Hilfiger, amongst others, have developed into leading companies in the field of living wages.

The developments surrounding this theme do not directly result in a change in the Trustees' investments. However, the aim is to make the companies within the portfolios of the underlying investment managers, more responsible in dealing with this subject.

1 Go to www.livingwage.nl for more information

Climate Action 100+ - Climate change

A major international initiative in the financial sector is the Institutional Investors Group on Climate Change (IIGCC). With this initiative, institutional investors address companies and governments on their responsibilities with regard to climate change.

Climate Action 100+

The IIGCC coordinates the Climate Action 100+ within Europe. In this initiative, since December 2017, a large group of investment managers and asset owners, including pension funds, have entered into a dialogue with more than 150 companies in CO2-intensive sectors - jointly responsible for two thirds of global emissions - to make the transition towards a climate neutral economy. In addition to taking actual action, it is important to improve the administrative framework and reporting methods of companies. In doing so, the Trustees are indirectly committed to the Sustainable Development Goals (SDGs) of the United Nations, especially SDG 7: Affordable and sustainable energy, and SDG 12: Responsible consumption and production.

Progress in 2019

This initiative has supported shareholder resolutions encouraging companies such as Shell, PetroChina and Glencore to increase their long, medium and short-term CO2 reduction targets.

Thanks to this engagement, Shell will now include CO2 emissions throughout the production chain, including other parties (so-called scope 3 emissions). PetroChina has developed a strategy focused on climate change and is in line with the Paris Climate Agreement. Glencore,

the world's largest thermal coal exporter, has agreed to a maximum coal production per year. This maximum is at the same level as current production levels, 145 million tons.

In addition to these examples where good progress has been made, there are also companies where there is room for improvement, and thus show the importance of this initiative2. Despite the fact that a majority (around 70%) of companies have CO2-emission reduction targets, only 18% have an objective whose ambition is in line with the Paris Climate Agreement to limit global warming to 2%. A third of these companies have set the bar higher for themselves and strive for greater restrictions, such as climate-neutral operations.

Engagement Statistics in 2019

During 2019, Kempen engaged with 264 companies on environmental, social and governance themes. Of these engagements, 84 were direct engagements by Kempen’s portfolio managers and responsible investment team, the rest were carried out in collaboration with peers.

They divide these “dialogues” with companies into ‘engagements for change’ and ‘engagements for awareness’. In 2019, they engaged with 42 companies on ESG factor related change. These engagements were focused mainly on Environmental (40%) and Governance issues (36%). They also engaged with 42 companies for awareness on ESG issues, for the largest part on Governance (72%).

Engagements 2019 in % Engagements Awareness Change Environmental 16% 40% Social 12% 24%

Governance 72% 36% TOTAL 100% 100%

For further details on Kempen’s ESG policy and details of their Engagements in 2019 https://www.kempen.com/en/asset-management/esg https://www.kempen.com/en/asset-management/esg/engagement-factsheets

2 Go to https://climateaction100.wordpress.com/progress-report/ for more information

4. Voting Behaviour

The Trustees encourage all their investment managers to be engaged shareholders and to use their voting rights and engage with companies that face ESG challenges. Furthermore, the investment managers are encouraged to report on these activities and to disclose information about Responsible Investing on their website and in their client reports.

A number of the investment managers use the electronic voting platform of Institutional Shareholder Services, Inc. (ISS), who provides custom research and voting recommendations according to each individual manager’s voting policy.

The investment manager will generally chose a “voting profile” and then ISS votes according to that profile. The active investment managers that might be selected may use ISS but still choose to vote independently on particular issues.

The following section shows the voting behaviour and examples of some significant votes of these underlying investment managers by fund in the year ended March 2020.

4.1 Equity Managers’ Response

Voting behavior January 2019 – March 2020 Amount Percentage UBS Life Developed Europe Equity Fundamentally Weighted Index Fund Number of agenda items/resolutions to vote for 9787 Number of times voted in line with management 6804 70% Number of times voted against management or abstained 826 8% Number of times not voted 2157 22%

Significant Votes Global travel leisure company Due to concerns regarding the independence of the Board as a whole and the composition of key committees, we voted against the re-election of several Board members. Swedish multinational company The Remuneration report continues to pay excessive pension contributions, receiving significant votes against in previous AGMs. We continue to vote Against the report and those with seats on the Remuneration Committee. Multinational oil and gas company A global financial services firm is one of a consortium of shareholders coordinated by the investor initiative Climate Action 100+ filed a resolution regarding disclosure on Climate Change.

Voting behavior January 2019 – March 2020 Amount Percentage UBS Life Europe Ex-UK Equity Tracker Fund Number of agenda items/resolutions to vote for 8705 Number of times voted in line with management 4823 55% Number of times voted against management or abstained 976 11% Number of times not voted 2906 33%

Significant Votes Multinational hospitality company We will vote against requests to authorise share issuances which are above our threshold of a maximum of 10% without pre-emption rights. Multinational drink and brewing company We will not support the election of non-independent non-executive directors when less than 1/3 of the Board is independent. Worldwide manufacturing company Pay frameworks where short-term incentives are more valuable than long-term incentives do not provide adequate alignment with shareholders' long-term interests. Due to the consistent disapproval of the Remuneration Report we do approve of the Chair of the Remuneration Committee.

Voting behavior January 2019 – March 2020 Amount Percentage UBS Life Global Emerging Markets Equity Tracker Fund Number of agenda items/resolutions to vote for 17568 Number of times voted in line with management 12676 72% Number of times voted against management or abstained 2461 14% Number of times not voted 2431 14%

Significant Votes Global commercial bank We will not support routine authorities to issue shares without pre-emption rights exceeding 10% of the issued share capital as this is potentially overly dilutive for existing shareholders. Investment Holding company Several nominees hold a significant number of positions on the boards of listed companies, raising concerns over their ability to commit sufficient time to their roles. National oil company We will not support the election of non-independent non-executive directors when less than 1/3 of the Board is independent.

Voting behavior January 2019 – March 2020 Amount Percentage UBS Life Japan Equity Tracker Fund Number of agenda items/resolutions to vote for 7335 Number of times voted in line with management 6621 90% Number of times voted against management or abstained 714 10% Number of times not voted 0

Significant Votes Japanese beverage group We will vote against the appointment of the internal or non-independent outside statutory auditor if less than half of the statutory auditors are independent. Global tobacco company We will not support stock option plans when vesting conditions are less than 3 years. Electric Railway company We will not support the election of the Chair of the Nomination Committee where there are no female directors on the board.

Voting behavior January 2019 – March 2020 Amount Percentage UBS Life North America Equity Tracker Fund Number of agenda items/resolutions to vote for 1865 Number of times voted in line with management 1459 78% Number of times voted against management or abstained 406 22% Number of times not voted 0 0%

Significant Votes Multinational automotive manufacturer We will vote against the appointment of the internal or non-independent outside statutory auditor if less than half of the statutory auditors are independent. Leading energy delivery company We will not support the remuneration where severance packages are in excess of 2yrs fixed salary plus average bonus pay. Global mining company We will not support the election of the Chair of the Nomination Committee where the gender balance on the Board is not considered to be in line with our expectation for this market.

Voting behavior January 2019 – March 2020 Amount Percentage UBS Life Pacific Ex-Japan Equity Tracker Fund Number of agenda items/resolutions to vote for 3971 Number of times voted in line with management 3046 77% Number of times voted against management or abstained 892 22% Number of times not voted 33 1%

Significant Votes Life Insurance group Two nominees hold a significant number of positions on the boards of listed companies, raising concerns over their ability to commit sufficient time to their roles. Gas Company We will not support the election of non-independent non-executive directors when less than 1/3 of the Board is independent. Leading resorts, hospitality and gaming company 8 of the 9 Directors on the Board and non-independent. We will not support the election of non-independent non-executive directors when less than 1/3 of the Board is independent.

Voting behavior January 2019 – March 2020 Amount Percentage UBS Life UK Equity Tracker Fund Number of agenda items/resolutions to vote for 12483 Number of times voted in line with management 11777 94% Number of times voted against management or abstained 706 6% Number of times not voted 0 0%

Significant Votes Global telecommunications company Executive pay granted during the year is not aligned with the performance of the company. Multi-national transport group Following our vote at the EGM where we abstained on the removal of six current directors, we continued to oppose the proposed strategy where we abstained on the same directors International banking and wealth management group We will not support the repurchase of issued ordinary shares when the proposed percentage exceeds 15%.

Voting behavior January 2019 – March 2020 Amount Percentage UBS Life USA Equity Fundamentally Weighted Index Fund

Number of agenda items/resolutions to vote for 12361 Number of times voted in line with management 9036 73% Number of times voted against management or abstained 3270 27% Number of times not voted 55 0%

Significant Votes Multinational conglomerate We will support shareholder proposals that require the roles of Chairman and CEO be separate. American motor corporation Shareholders proposed several resolutions at the 2019 AGM. We supported all items pertaining to increased reporting on Lobbying and Political Donations along with a recapitalization plan for all stock to have one-share one vote. Global energy provider We will vote against the re-election of an Executive with a combined role of CEO/Chair when the Board does not have a Lead Independent Director, and when proposed we will support shareholder proposals which require these roles to split.

Voting behavior January 2019 – March 2020 Amount Percentage UBS Life World Equity Tracker Fund Number of agenda items/resolutions to vote for 3613 Number of times voted in line with management 3410 94% Number of times voted against management or abstained 197 6% Number of times not voted 6 0%

Significant Votes International tobacco group Pension contributions exceed our threshold maximum of 30%. Sports fashion retail company We will not approve the grant of a Special Bonus when the company does not provide a sufficiently strong link between awards and company and/or executive performance. Multinational information technology company Performance targets should be disclosed on a timely basis so that we may assess their relative challenge. We require transparency to approve remuneration.

More detail on UBS’s voting policy and voting record can be found at https://www.ubs.com/global/en/asset-management/investment- capabilities/sustainability.html

Voting behavior March 2019 – March 2020 Amount Percentage LF Majedie UK Focus Fund Number of agenda items/resolutions to vote for 997 Number of times voted in line with management 939 94.20% Number of times voted against management or abstained 58 5.80% Number of times not voted 0 Number of times voted against ISS’s recommendation 43 4.30%

More detail on Majedie’s voting policy and voting record can be found at: www.majedie.com

4.2 Diversified Growth Fund Managers’ Response

Voting behavior January 2019 – March 2020 Amount Percentage Baillie Gifford Diversified Growth Fund Number of agenda items/resolutions to vote for 1012 Number of times voted in line with management 865 85.5% Number of times voted against management or abstained 73 7.2% Number of times not voted 74 7.3%

Significant Votes Residential real estate company Opposed the election of a director and the resolution received greater than 20% opposition American energy company, European investment and development company, Fortune 100 energy company, French real estate investment trust, Spanish real estate company, Multinational electricity company Opposed remuneration Multinational electricity company, Natural gas distributer Opposed election of auditors

Baillie Gifford’s proxy voting policy is contained within their Governance and Sustainability Principles and Guidelines which is publicly available on their website and can be accessed through the link provided below. Their policy is to take an active approach to share ownership rights and responsibilities on behalf of their clients. They aim to interpret guidelines flexibly in the light of local market regulation and practice, as well as individual company factors. Their philosophy underpinning their approach to share voting is to ensure that their voting decision is in the best interests of clients. Voting decisions are made by the Governance and Sustainability team in collaboration with the investment managers. Where possible, they vote all of their clients' shares globally and vote against proposals where they feel that these are not in their clients’ interests. Where a stock is listed in a “blocking market” (where trading restrictions apply if they vote), they will only vote their clients’ shares on issues which could have a material impact on shareholder value. When they do not vote in line with management’s recommendation, they endeavor to discuss their concerns and communicate their decision with the company prior to submitting their vote. https://www.bailliegifford.com/en/uk/institutional-investor/literature-library/corporate- governance/governance-sustainability-principles-and-guidelines/ https://www.bailliegifford.com/en/uk/institutional-investor/governance-sustainability/

Voting behavior January 2019 – March 2020 Amount Percentage CF Ruffer Absolute Return Number of agenda items/resolutions to vote for 979 Number of times voted in line with management 902 92% Number of times voted against management or abstained 79 8% Number of times not voted 0

Significant Votes Global media conglomerate Despite a majority of shareholders, including Ruffer, voting against the resolution to ratify executive officers’ compensation in 2018, we felt the size of the award proposed in 2019 was still too large and the conditions were not demanding enough for us to support it. We engaged with the company and initially voted against the proposal, informing the company of our decision. A few days before the AGM, the company substantially reduced the planned increases in the CEO’s compensation and made the requirements more onerous. Consequently, we decided to support the revised proposal given the significant contribution the CEO continues to make to the company British online supermarket We voted against the re-election of the Chair of the Board, who also serves as the Chair of the Nomination Committee, because we are not comfortable with the board structure and believe the company is being slow to rectify the situation. In particular, we do not think there are a sufficient number of independent directors on the board. We noted the assurances in the annual report that the structure of the board would be dealt with in the medium term, however we felt that this issue should have been an immediate priority. We wrote to the Chair of the Board prior to the AGM to inform him that we would be voting against his re-election and to explain our concerns. Global gas company Given the continuing discussions that the Climate Action 100+ initiative was having with the company, the lead investors of the working group, including Ruffer, decided it was important to file a shareholder resolution in 2019 urging the company to set out a business strategy consistent with the goals of the Paris Agreement. We voted for the resolution which passed with 99.1% shareholder approval.

Note: Instructions of Do Not Vote are not considered voted; Frequency on Pay votes of 1, 2 or 3 Years are only reflected statistically, where applicable, but present in the underlying detail; and in cases of different votes submitted across ballots for a given meeting, votes cast are distinctly counted by type per proposal where total votes submitted may be higher than unique proposals voted.

Please see link to Ruffer’s SRD investor disclosure which gives detail on how they engage with companies. SRD investor disclosure

Please see link to their voting policy for further detail on how they deal with voting rights. Voting policy

For full voting commentary for 2019 please see the following link 2019 Voting summary - p.211 for RARF.

Please find their policy here: Voting policy

Voting behavior January 2019 – March 2020 Amount Percentage Invesco G1 Targeted Return Fund Number of agenda items/resolutions to vote for 5295 Number of times voted in line with management 4898 92.5% Number of times voted against management or abstained 330 6.23% Number of times not voted 67 1.26%

Significant Votes Global electronic company On March 27 2020 we voted against approval of financial statement and allocation of income that was proposed by management . This vote was warranted due to lack of sufficient disclosure. Global electronic company On March 27 2020 we voted against proposal by management to elect an individual as Inside Director. This vote was warranted due to a lack of board and committee independence. Global electronic company On March 27 2020 we voted against proposal by management to elect an individual as Outside Director. This vote was warranted due to a lack of board and committee independence.

At Invesco, active ownership is an integral part of the investment process and is seen as one of the most effective mechanisms to reduce risks, maximise returns and have a positive impact on society and the environment.

Invesco believes the voting of proxies should be managed with the same care as all other elements of the investment process. Invesco’s proxy voting process, which is driven by its investment professionals, focuses on maximising long-term value for clients, protecting their rights and promoting governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders.

In addition to these performance-driven considerations, Invesco also believes that ESG proposals can influence long-term shareholder value and should be voted in a manner where such value is maximised

Invesco has developed its own proprietary proxy voting system, the IVZ Proxy Portal, that has been actively used in the US for three years and rolled out globally in early 2017. Invesco encourages its fund managers to make decisions in Annual General Meeting votes that reflect their own opinions. As a result, there is no single Invesco “house-vote”. The votes rather reflect the various opinions of Invesco’s fund managers.

The proxy portal is patented in the US and has a user-friendly front-end fund manager interface that tracks investment commentary and rationale real time. It is a global knowledge share platform that is leveraged by fund managers to build an institutional base of knowledge on corporate issuers. Investment professionals are supported around the clock by a governance team in the US and an administration team in India. The portal is supported by a dedicated IT team of three members and a proxy administration team of eight members.

Proxy voting results for the Invesco Funds SICAV funds, the UK domiciled funds and the Invesco ETFs can be accessed on this webpage: Invesco Proxy Voting Dashboard

Bridgewater Associates, LP provided the following response

Since December 1, 2006, Bridgewater has engaged Glass, Lewis & Co. (“Glass Lewis”) to vote proxies on behalf of our clients. Bridgewater generally subscribes to the proxy voting policy adopted by Glass Lewis but reserves the right to direct Glass Lewis to vote in a manner that is contrary to such policy where appropriate, or as specifically directed by a client.

While we do not provide proxy voting records for our funds due to concerns about confidentiality, please refer to our attached "Proxy Voting Policy.pdf" for more information on our process. For more information on Glass Lewis’ policy, please find their current set of guidelines at www.glasslewis.com/resource/guidelines.

4.3 Hedge Fund Managers’ Response

The Plan is also invested in a portfolio of six hedge funds. None of the six managers is EU- regulated.

This portfolio is not invested in long/short equity funds or funds with a focus on equities.

There is one manager in the portfolio (Davidson Kempner) which as part of its Multi-Strategy approach can invest in a more material way in individual equities, and their voting policy and their 2019 voting record can be provided on request.

On an annual basis, Kempen send the UNPRI Hedge Fund Due Diligence Questionnaire to these managers and as part of that process they ask about their voting policy. The table below documents their responses.

Voting Policy for Hedge Fund Portfolio Strategy Voting Policy Anchorage Credit/Distressed To the extent that Anchorage has discretion to vote the proxies of the Anchorage Funds or other clients, Anchorage will vote any such proxies in accordance with the procedures outlined in Anchorage’s proxy voting procedures. The ESG Officer will, in coordination with Anchorage’s Operations function, seek to provide the applicable Investment Team personnel and the Proxy Voting Committee with contracted third-party ESG data resources, to the extent issuer coverage is available, to assist their consideration of ESG issues relevant to the proxy statement alongside other factors. The ESG Officer will consult on particular matters to the extent requested. Bridgewater Global Macro Please see above Davidson Multi-Strategy / Voting policy and record are confidential and will be provided on request. Kempner Arbitrage Pharo Global Macro This [voting policy] is not generally applicable as they de-emphasized equities as an investible asset class for the Funds in December 2012. Pharo Management will, if applicable, generally vote proxies and corporate actions for the Pharo hedge funds it advises and other advisory clients through prime brokers, broker dealers and or custodians who carry accounts on behalf of such Pharo hedge funds. Pharo Management retains ultimate discretion on how to vote proxies and corporate actions. In certain circumstances, Pharo Management may disagree with management’s recommendation and may vote contrary to such recommendation. Pharo Management will document its rationale for making such vote in such circumstances. The general policy is to vote proxy proposals, amendments, consents or resolutions relating to client securities, including securities held in the Pharo hedge funds we advise, in a manner that serves the best interests of the Pharo hedge funds’ or client’s accounts. Clients may request a copy of our proxy policies and procedures and the proxy voting record relating to how we voted specific proxies for their securities by contacting Pharo Management. Diameter Credit/Distressed

One William Structured Credit Street

Next year Kempen will add a question to their questionnaire concerning whether they would be willing to report in line with SRD II.

3.4 DC Sections

For the DC Sections, there are a number of equity and multi asset funds that will have some voting rights. However, the majority of the assets are invested in the default arrangements. Therefore, the voting arrangements have been summarised for the equity funds that are contained in the default arrangements.

Equity Managers’ Response

Voting behavior March 2019 – March 2020 Amount Percentage LGIM Global Equity Fixed Weights (60:40) Index Fund (charges included) Number of agenda items/resolutions to vote for 36180 Number of times voted in line with management 30506 84% Number of times voted against management or abstained 5163 14% Number of times not voted 511 2%

Significant Votes Multinational oil and gas company Climate Action 100+ filed a resolution regarding disclosure on Climate Change. The investment manager voted for the resolution which passed with 99.1% shareholder approval. Multinational pharmaceutical and life sciences company The manager voted against the approval of discharge of management board for fiscal 2018 and this followed with a vote of no confidence from the shareholders. This subsequently led to the company establishing a glyphosate litigation committee to monitor litigation and consult. Multinational corporation A vote was cast to elect two new Directors. The manager voted for both candidates to become directors and the board nominees received significant support from the company’s independent shareholders, equaling respectively 43.7% and 35% of the total votes. The manager continues to engage with the company for the benefit of our clients. Multinational transport group The investment manager voted for the removal of a Director however majority of shareholders voted against and many of the company’s top shareholders publicly pronounced their support to the activist’s proposal.

Voting behavior March 2019 – March 2020 Amount Percentage LGIM World (ex UK) Equity Index Fund Number of agenda items/resolutions to vote for 25590 Number of times voted in line with management 20523 80% Number of times voted against management or abstained 4578 18% Number of times not voted 489 2%

Significant Votes Multinational pharmaceutical and life sciences company The manager voted against the approval of discharge of management board for fiscal 2018 and this followed with a vote of no confidence from the shareholders. This subsequently led to the company establishing a glyphosate litigation committee to monitor litigation and consult. Multinational corporation A vote was cast to elect two new Directors. The manager voted for both candidates to become directors and the board nominees received significant support from the company’s independent shareholders, equaling respectively 43.7% and 35% of the total votes. The manager continues to engage with the company for the benefit of our clients. Public car parts company The investment manager voted for the election of a candidate as a member of the audit committee. The proposal were voted against by shareholders. However, the company decided to broaden the skillset of their boards through the appointment of new directors from outside the group. The investment management also supported the introduction of separate board committees, including a remuneration committee. Following the vote, the CEO confirmed that the group would listen more to dissenting shareholders. Multinational automotive manufacturer The investment manager voted for the election of a candidate as a member of audit Committee, another candidate as a member of audit committee and another candidate a member of audit committee. All three proposals were voted against by the shareholders. The company decided to broaden the skillset of their boards through the appointment of new directors from outside the group. The management also supported the introduction of separate board committees, including a remuneration committee. Following the vote, the CEO confirmed that the group would listen more to dissenting shareholders.

Voting behavior March 2019 – March 2020 Amount Percentage UK Equity Index Fund Number of agenda items/resolutions to vote for 11168 Number of times voted in line with management 10427 94% Number of times voted against management or abstained 718 6% Number of times not voted 23 0%

Approved by the Trustees and signed on their behalf by Ian Pittaway, Chair of Trustees on 26 October 2020.

Disclaimer This presentation of Kempen Capital Management NV (KCM) is for information purposes only. The information in this document is incomplete without the verbal explanation given by an employee of KCM. KCM is licensed as a manager of various UCITS and AIFs and authorized to provide investment services, and, as such, is subject to supervision by the Netherlands Authority for the Financial Markets. KCM explicitly wants to prevent the benchmarks being used in this presentation from being published or made available to the public within the meaning of the Benchmark regulation. Therefore, the benchmark data in this presentation is made available to you, exclusively to internal business and non-commercial purposes. No part of this presentation may be used without prior permission from KCM.