Voting Record for UK Investments for the Year Ended 31 March 2015
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CORPORATE GOVERNANCE – UK 1st April 2014 to 31st March 2015 A Directors’ report and financial statements B Final / interim / script dividend C Director election D Appoint auditor E Approve issue of equity or equity-linked securities with pre-emptive rights F Approve issue of equity or equity-linked securities without pre-emptive rights G Authorise company to make market purchases of own shares/ordinary shares/allot shares, repayment/cancellation of preference shares H Environmental or social issues I Bonus share issues J Increase/decrease in authorised capital K Articles of association L Share incentive plan/long term incentive plan M Company name change N Scheme of arrangement O Approve/authorise EU political donations/expenditure P Approve general meeting other than AGM may be called on or not less than 14 clear days notice Q Approve remuneration policy R Approve remuneration report S Increase director’s fees T Approve acquisition SP Shareholder proposal DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY TYPE VOTE FOR VOTED CONTRARY TO ISS RECOMMENDATIONS F&C US Smaller Companies Plc OGM 02/04/14 M Porvair Plc AGM 02/04/14 A, B, C, D, E, F, G, L, P R – Voted against in line with ISS recommendation. Smith & Nephew Plc AGM 03/04/14 A, B, C, D, E, F, G, P, Q, R BP Plc AGM 07/04/14 A, C, D, E, F, G, L, P, Q, R R – Voted in favour, contrary to ISS recommendation to abstain. Item to which lack of disclosure relates is deemed to be acceptable in this instance. Rio Tinto Plc AGM 09/04/14 A, B, C, D, E, F, G, P, Q, R, Approve potential termination benefits Carnival Plc AGM 10/04/14 A, C, D, E, F, G, L Q, R, Advisory vote to approve compensation of the named executive officers – Voted against in line with ISS recommendation. Dialight Plc AGM 10/04/14 A, B, C, D, E, F, G, L, O, P, Q, R Hunting Plc AGM 10/04/14 A, B, C, D, E, F, G, L, P, Q, R Persimmon Plc AGM 10/04/14 A, C, D, E, F, G, P, Q, R, Approve purchase of two properties by Director, Approve return of capital Taylor Wimpey Plc AGM 10/04/14 A, B, C, D, E, F, G, O, P, Q, R 1 DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY TYPE VOTE FOR VOTED CONTRARY TO ISS RECOMMENDATIONS Drax Group Plc AGM 15/04/14 A, B, C, D, E, F, G, O, P Q – Voted against, contrary to ISS recommendation to abstain. Deemed to be excessive. R – Voted against in line with ISS recommendation. Essentra Plc AGM 15/04/14 A, B, C, D, E, F, G, L, P, Q, R Anglo American Plc AGM 16/04/14 A, B, C, D, E, F, G, L, P, Q, R AstraZeneca Plc AGM 16/04/14 A, B, C, D, E, F, G, L, O, P Director - Voted in favour, contrary to ISS recommendation to vote against. More information required to assess whether director had extenuating circumstances. Q – Voted against, contrary to ISS recommendation to abstain. Deemed to be excessive. R – Voted against in line with ISS recommendation. Barclays Plc AGM 16/04/14 A, C, D, E, F, G, O, P, Q, R R – Voted in favour, contrary to ISS recommendation to abstain. Decreased bonus pool isn’t ideal, after meeting with chairman of remuneration committee decided on balance to support efforts to rebuild banks profitability. Cobham Plc AGM 16/04/14 A, B, C, D, E, F, G, L, P, Q, R Reed Elsevier Plc AGM 16/04/14 A, B, C, D, E, F, G, P, Q, R Senior Plc AGM 16/04/14 A, B, C, D, E, F, G, L, P, Q, R Spectris Plc AGM 16/04/14 A, B, C, D, E, F, G, L, P, Q, R Jardine Lloyd Thompson Group Plc AGM 17/04/14 A, B, C, D, E, F, G, P, Q, R Director x 2 – Voted against in line with ISS recommendation AGA Rangemaster Group Plc AGM 23/04/14 A, C, D, E, F, P, Q, R ARM Holdings Plc AGM 23/04/14 A, B, C, D, E, F, G, P, Q, R Aviva Plc AGM 23/04/14 A, B, C, D, E, F, G, O, P, Q, R British American Tobacco Plc AGM 23/04/14 A, B, C, D, E, F, G, O, P, Q, R Capital & Counties Properties Plc AGM 23/04/14 A, B, C, D, E, F, G, P Q, R – voted against in line with ISS recommendation. GKN Plc AGM 23/04/14 A, B, C, D, E, F, G, O, P, Q, R Greggs Plc AGM 23/04/14 A, B, C, D, E, F, G, L, P, Q, R Henderson Group Plc AGM 23/04/14 A, B, C, D, E, F, G, K, L, Q R – Voted against in line with ISS recommendation. Rolls-Royce Holdings Plc AGM 23/04/14 A, B, C, E, F, G, L, Q, R RPS Group Plc AGM 23/04/14 A, B, C, D, E, F, G, L, P, Q, R Schroders Plc AGM 23/04/14 A, B, C, D, E, G, P, R Q – Voted in favour, contrary to ISS recommendation to vote against. Company needs flexibility to reward fund managers in line with their performance. SDL Plc AGM 23/04/14 A, C, D, E, F, L, P Director - Voted in favour, contrary to ISS recommendation to abstain. Not in shareholders’ interests to abstain on re-election of founder CEO. Synthomer Plc AGM 23/04/14 A, B, C, D, E, F, G, P, Q, R Tullow Oil Plc AGM 23/04/14 A, B, C, D, E, F, G, P, Q, R 2 DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY TYPE VOTE FOR VOTED CONTRARY TO ISS RECOMMENDATIONS Ultra Electronics Holdings Plc AGM 23/04/14 A, B, C, D, E, F, G, P, Q, R Weir Group Plc AGM 23/04/14 A, B, C, D, E, F, G, K, L, P, Q, R Wolfson Microelectronics Plc AGM 23/04/14 A, C, D, E, F, G, P L, Q – Voted against in line with ISS recommendation. Salamander Energy Plc AGM 28/04/14 A, C, D, E, F, G, O, P, Q R – Voted against, contrary to ISS recommendation to abstain. Deemed to be excessive. BBA Aviation Plc AGM 30/04/14 A, B, C, D, E, F, G, L, P, Q, R CRH Plc AGM 30/04/14 A, B, C, D, E, F, G, L, Q, R, Repurchase/reissuance of treasury shares GlaxoSmithKline Plc AGM 30/04/14 A, C, D, E, F, G, H, O, P, Q, R, Approve exemption of the names of the senior statutory auditor in published copies of auditor’s reports Ladbrokes Plc AGM 30/04/14 A, B, C, D, E, F, G, O, P, Q, R Meggit Plc AGM 30/04/14 A, B, C, D, E, F, G, L, O, P, Q, R Ocado Group Plc AGM 30/04/14 A, C, D, E, F, G, O, P, Q Director x 2, L, R – Voted against in line with ISS recommendation. Reckitt Benckiser Group Plc AGM 30/04/14 A, B, C, D, E, F, G, O, P, Q R – Voted in favour, contrary to ISS recommendation to abstain. Company has made improvements to the report since 2013 and has promised to make further improvements in 2014 on bonus disclosure. The chair of the remuneration committee is also set to change. Howden Joinery Group Plc AGM 01/05/14 A, B, C, D, E, F, G, K, O, P, Q, R IMI Plc AGM 01/05/14 A, B, C, D, E, F, G, O, P, Q, R Man Group Plc AGM 01/05/14 A, B, C, D, E, F, G, L, P, Q, R R – Voted in favour, contrary to ISS recommendation to abstain. Whilst not ideal, evidence that policy is moving in the right direction warrants a vote in favour on this occasion. Morgan Advanced Materials Plc AGM 01/05/14 A, B, C, D, E, F, G, L, O, Q, R RSA Insurance Group Plc AGM 01/05/14 A, B, C, D, E, F, G, K, L, O, P, Q, R, Share consolidation Standard Chartered Plc AGM 01/05/14 A, B, C, D, E, F, G, P, Q, Approve R – Voted against in line with ISS disapplication of shareholding recommendation. qualifications in relation to Dr Kurt Campbell William Hill Plc AGM 01/05/14 A, B, C, D, E, F, G, L, P, Q, R Candover Investments Plc AGM 06/05/14 A, C, D, E, F, G, P, Q, R Centrica Plc AGM 06/05/14 A, B, C, D, E, F, G, O, P, Q, R BG Group Plc AGM 07/05/14 A, B, C, D, E, F, G, O, P, Q R – Voted against in line with ISS recommendation. Esure Group Plc AGM 07/05/14 A, B, C, D, E, F, G, O, Q, R, Approve waiver on tender-bid requirement IP Group Plc AGM 07/05/14 A, C, D, E, F, G, L, O, P, Q, R Melrose Industries Plc AGM 07/05/14 A, B, C, D, E, F, G, P, Q R – Voted against in line with ISS recommendation. 3 DATE ISSUES VOTED AGAINST, ABSTAINED, COMPANY TYPE VOTE FOR VOTED CONTRARY TO ISS RECOMMENDATIONS National Express Group Plc AGM 07/05/14 A, B, C, D, E, F, G, O, P Q – Voted against, contrary to ISS recommendation to abstain.