Vote Summary Report Date Range Covered: 04/01/2016 to 06/30/2016
Total Page:16
File Type:pdf, Size:1020Kb
Reo@ Voting Report SEI Pan European Small Cap Fund All Votes Report VOTING RECORDS FROM:01/04/2016 TO: 30/06/2016 SEI Pan European Small Cap Fund All Votes Report Vote Summary Report Date range covered: 04/01/2016 to 06/30/2016 A2A SpA Meeting Date: 06/07/2016 Country: Italy Meeting Type: Annual/Special Ticker: A2A Primary ISIN: IT0001233417 Primary SEDOL: 5499131 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction Ordinary Business Mgmt 1 Accept Financial Statements and Statutory Mgmt For For Reports Voter Rationale: <p>Shareholders should have the right to elect directors annually in order to hold them to account.</p> 2 Approve Treatment of Net Loss Mgmt For For 3 Approve Sustainability Report Mgmt For For Extraordinary Business Mgmt 1 Approve Reduction of Reserves to Cover Losses Mgmt For For 2 Approve Merger by Absorption of A2A Trading Mgmt For For Srl and Edipower Spa Ordinary Business Mgmt 1 Authorize Extraordinary Dividend Mgmt For For 2 Approve Remuneration Report Mgmt For For 3 Integrate Internal Auditors' Remuneration Mgmt For For 4 Authorize Share Repurchase Program and Mgmt For For Reissuance of Repurchased Shares A Deliberations on Possible Legal Action Against Mgmt None Against Directors if Presented by Shareholders Voter Rationale: <p>Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p> Aareal Bank AG Meeting Date: 05/25/2016 Country: Germany Meeting Type: Annual Ticker: ARL Primary ISIN: DE0005408116 Primary SEDOL: 7380062 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2015 (Non-Voting) Page 1 of 165 SEI Pan European Small Cap Fund All Votes Report Vote Summary Report Date range covered: 04/01/2016 to 06/30/2016 Aareal Bank AG Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 2 Approve Allocation of Income and Dividends of Mgmt For For EUR 1.65 per Share 3 Approve Discharge of Management Board for Mgmt For For Fiscal 2015 4 Approve Discharge of Supervisory Board for Mgmt For For Fiscal 2015 5 Ratify PricewaterhouseCoopers AG as Auditors Mgmt For For for Fiscal 2016 Acciona S.A Meeting Date: 05/09/2016 Country: Spain Meeting Type: Annual Ticker: ANA Primary ISIN: ES0125220311 Primary SEDOL: 5579107 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Approve Consolidated and Standalone Financial Mgmt For For Statements 2 Approve Discharge of Board Mgmt For For 3 Approve Allocation of Income and Dividends Mgmt For For 4 Renew Appointment of Deloitte as Auditor Mgmt For For Voter Rationale: <p>Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.</p> 5.1 Reelect Juan Carlos Garay Ibargaray as Director Mgmt For For 5.2 Reelect Belén Villalonga Morenés as Director Mgmt For For 6.1 Amend Article 5 Re: Registered Office and Mgmt For For Branches 6.2 Amend Article 13 Re: Power to Call General Mgmt For For Meetings 6.3 Amend Article 40 Re: Board Committees Mgmt For For 6.4 Amend Article 40 bis Re: Functions of the Audit Mgmt For For Committee 6.5 Amend Article 7 of General Meeting Regulations Mgmt For For Re: Notice of Meeting Page 2 of 165 SEI Pan European Small Cap Fund All Votes Report Vote Summary Report Date range covered: 04/01/2016 to 06/30/2016 Acciona S.A Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 7 Authorize Increase in Capital up to 50 Percent Mgmt For Against via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 20 Percent Voter Rationale: <p>Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.</p> 8 Authorize Issuance of Non-Convertible and/or Mgmt For Against Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 3 Billion with Exclusion of Preemptive Rights up to 20 Percent of Capital Voter Rationale: <p>Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.</p> 9.1 Receive Report on Share Plan Grant and Mgmt For Against Performance Shares for 2014-2019 Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.</p> 9.2 Fix Number of Shares Available for Grants Mgmt For Against Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.</p> 10 Receive Amendments to Board of Directors Mgmt For For Regulations 11 Advisory Vote on Remuneration Report Mgmt For Against Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.</p> 12 Approve Corporate Social Responsibility Report Mgmt For For 13 Authorize Company to Call EGM with 15 Days' Mgmt For For Notice 14 Authorize Board to Ratify and Execute Approved Mgmt For For Resolutions Acea Spa Meeting Date: 04/28/2016 Country: Italy Meeting Type: Annual Ticker: ACE Primary ISIN: IT0001207098 Primary SEDOL: 5728125 Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction Ordinary Business Mgmt Page 3 of 165 SEI Pan European Small Cap Fund All Votes Report Vote Summary Report Date range covered: 04/01/2016 to 06/30/2016 Acea Spa Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Accept Financial Statements and Statutory Mgmt For For Reports Voter Rationale: <p>Shareholders should have the right to elect directors annually in order to hold them to account.</p> 2 Approve Allocation of Income Mgmt For For 3 Approve Remuneration Report Mgmt For Against Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.</p> Appoint Internal Statutory Auditors (Slate Mgmt Election) - Choose One of the Following Slates 4.1.1 Slate Submitted by Roma Capitale SH None Do Not Vote Voter Rationale: <p>This slate warrants a vote AGAINST because shareholders can vote for one slate only, with only two slates on the ballot this is a non-contentious election as all nominees will be appointed to the board of statutory auditors, slate 1 is presented by the majority shareholder and will receive the majority of the votes cast at the general meeting, and slate 2 contains the outgoing chairman of the statutory board of auditors.</p> 4.1.2 Slate Submitted by Fincal SpA SH None For Voter Rationale: <p>This slate warrants a vote FOR because shareholders can vote for one slate only, with only two slates on the ballot this is a non-contentious election as all nominees will be appointed to the board of statutory auditors, slate 1 is presented by the majority shareholder and will receive the majority of the votes cast at the general meeting, slate 2 contains the outgoing chairman of the statutory board of auditors.</p> 4.2 Appoint Chairman of Internal Statutory Auditors SH None For 4.3 Approve Internal Auditors' Remuneration Mgmt For For 5 Authorize Board to Fix Remuneration of Mgmt For Against Directors Vested with Special Offices Voter Rationale: <p>Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.</p> A Deliberations on Possible Legal Action Against Mgmt None Against Directors if Presented by Shareholders Voter Rationale: <p>Companies should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.</p> ADVA Optical Networking SE Meeting Date: 05/11/2016 Country: Germany Meeting Type: Annual Ticker: ADV Primary ISIN: DE0005103006 Primary SEDOL: 5653487 Page 4 of 165 SEI Pan European Small Cap Fund All Votes Report Vote Summary Report Date range covered: 04/01/2016 to 06/30/2016 ADVA Optical Networking SE Proposal Vote Number Proposal Text Proponent Mgmt Rec Instruction 1 Receive Financial Statements and Statutory Mgmt Reports for Fiscal 2015 (Non-Voting) 2 Approve Allocation of Income and Omission of Mgmt For For Dividends Voter Rationale: The company should disclose to investor its plans for restarting dividend payments. 3 Approve Discharge of Management Board for Mgmt For For Fiscal 2015 4 Approve Discharge of Supervisory Board for Mgmt For For Fiscal 2015 5 Ratify PricewaterhouseCoopers AG as Auditors Mgmt For For for Fiscal 2016 6 Amend Stock Option Plan for Key Employees; Mgmt For Against Approve Creation of EUR 4.8 Million Pool of Conditional Capital to Guarantee Conversion Rights Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. 7 Elect Hans-Joachim Grallert to the Supervisory Mgmt For For Board Advanced Medical Solutions Group plc Meeting Date: 06/02/2016 Country: United Kingdom Meeting